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Polaroid and Petters to Merge
Jan 11, 2005
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Camera maker Polaroid Holding Company and Petters Group Worldwide announced that they have reached an agreement for Petters, through an affiliate, to acquire Polaroid, by merger, for U.S. $12.08 per share in cash. The total value of the transaction is approximately $426 million. Following the merger, Polaroid will become a wholly owned subsidiary of Petters, and Polaroid Holding Company will no longer be a publicly traded company. Polaroid's board of directors unanimously approved the merger agreement.

Petters and Polaroid believe said the transaction will enable privately held Petters to combine its fast-growing Consumer Brands business with Polaroid to create a global leader in imaging and consumer electronics. The combined company will drive growth by building on the strength of Polaroid's global brand by introducing new products for the digital age. Further, the companies believe the merger will benefit from Petters' ability to rapidly develop and deploy innovative consumer products and services. Since 2002, Petters, through an affiliate, has been a Polaroid licensee in North America for certain consumer electronics, including DVD players and plasma, LCD, and traditional televisions.

One Equity Partners LLC, a private equity affiliate of J.P. Morgan Chase & Co. and owner of approximately 53 percent of Polaroid Holding Company's common stock, has entered into an agreement with Petters in which it has agreed to vote all its shares in favor of the merger.

The consummation of the transaction is subject to certain conditions customary for transactions of this type including the receipt of Polaroid shareholder approval and regulatory approvals. The transaction is expected to be completed early in the second quarter of 2005.

"Polaroid will become a strategic cornerstone along with our unique business model, and attention to our customers needs," Tom Petters, chairman of Petters Group Worldwide, said. "This will position us as a global leader in providing consumers with innovative imaging and consumer electronics products at an outstanding value."

J. Michael Pocock, Polaroid's president and CEO, added: "We are very pleased to enter into this agreement with our valued business partner, Petters Group Worldwide. At a time when the worlds of photography, computing, telecom, and consumer electronics are converging, this transaction will allow us to combine the strengths of our two companies to meet the emerging needs of consumers and our commercial customers and business partners."

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