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RC2 Completes Acquisition of The First Years Inc. Oak Brook, IL - September 16, 2004 - RC2 Corporation (NASDAQ: RCRC), a leading producer and marketer of innovative branded collectible, hobby, toy and infant products, today announced it completed on September 15, 2004, its previously-announced acquisition of The First Years Inc. (NASDAQ: KIDD). The purchase consideration consisted of $18.60 per outstanding share of The First Years and equated to approximately $156 million. The cash purchase price and transaction costs were funded from the Company's new $185 million credit facility. The First Years, based in Avon, Massachusetts, is a leading international developer and marketer of infant and toddler care and play products sold under The First Years® brand name and under various licenses, including Winnie the Pooh. The First Years' products are sold at toy, mass merchandising, drug and grocery chains, and at specialty retailers. Net sales for the twelve months ended June 30, 2004 were $141.9 million. Curt Stoelting, CEO of RC2, said, "We are delighted
to have closed The First Years transaction on schedule.
The First Years' well recognized brand names, combined with
our Lamaze and Learning Curve product lines, give us a broader
and stronger presence in the infant care and play segments
of the market. We have increased our presence with key retailers
and feel we are now well-positioned to develop this segment
of our business into a meaningful worldwide growth opportunity
for RC2." RC2 (www.rc2corp.com) is a leading designer, producer and marketer of high quality, innovative, branded collectible, hobby, toy and infant products targeted at adults and children. The Company's leadership position is measured by sales and brand recognition. The Company's diverse product offerings include: RC2's Learning Curve Brands for traditional children's and infant toys and RC2's Collectible Brands, which consist of automotive, high performance and racing vehicle replicas; agricultural, construction and outdoor sports vehicle replicas; sports trading cards, apparel and souvenirs; and collectible figures. These products are sold under the Company's market-focused brand names, including Racing Champions®, Ertl®, Ertl Collectibles®, Learning Curve®, American Muscleä, Johnny Lightning®, AMT®, Polar Lights®, W. Britain®, Press Pass®, Eden®, Feltkids®, JoyRide®, JoyRide Studios® and Memory Lane. The Company generally supports its brands and enhances the authenticity of its products by linking them with highly recognized licensed properties from high-profile companies such as John Deere, HIT Entertainment (Thomas & Friends and Bob the Builder), Case New Holland, Polaris, Honda, Ford, GM, DaimlerChrysler, NASCAR, NHRA, Texaco, Disney, Universal Studios, Warner Brothers, DIC Entertainment, Discovery Channel and Microsoft, among others. The Company's products are marketed through multiple channels of distribution, including chain retailers, specialty and hobby wholesalers and retailers, OEM dealers, corporate accounts for promotional purposes and direct to consumers. The Company sells through more than 25,000 retail outlets located in North America, Europe, Australia and Asia Pacific. Forward Looking Statements Certain statements contained in this release contain "forward-looking
statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements may be identified
by the use of forward-looking words or phrases such as "anticipate,''
"believe,'' "could,'' "expect,'' "intend,''
"may,'' "planned,'' "potential,'' "should,''
"will,'' "would'' or the negative of those terms
or other words of similar meaning. Such forward-looking
statements are inherently subject to known and unknown risks
and uncertainties. The Company's actual results and future
developments could differ materially from the results or
developments expressed in, or implied by, these forward-looking
statements. Factors that may cause actual results to differ
materially from those contemplated by such forward-looking
statements include, but are not limited to, the following:
the Company may experience unanticipated difficulties in
integrating its acquisition of The First Years; the Company
may not be able to manufacture, source and ship new and
continuing products on a timely basis; the Company is dependent
upon timely shipping of product and unloading of product
through West Coast ports as well as timely rail/truck delivery
to the Company's warehouse and/or customers' warehouses;
increases in the cost of raw materials used to manufacture
the Company's products and increases in freight costs could
increase the Company's cost of sales and reduce the Company's
gross margins; currency exchange rate fluctuations could
increase the Company's expenses; customers and consumers
may not accept the Company's products at prices sufficient
for the Company to profitably recover development, manufacturing,
marketing, royalty and other costs; the inventory policies
of retailers, together with increased reliance by retailers
on quick response inventory management techniques, may increase
the risk of underproduction of popular items, overproduction
of less popular items and failure to achieve tight shipping
schedules; competition in the markets for the Company's
products may increase significantly; the Company is dependent
upon continuing licensing arrangements with vehicle manufacturers,
agricultural equipment manufacturers, major race sanctioning
bodies, race team owners, drivers, sponsors, agents and
other licensors; the Company may experience unanticipated
negative results of litigation; the Company relies upon
a limited number of independently owned factories located
in China to manufacture a significant portion of its vehicle
replicas and certain other products; the Company is dependent
upon the continuing willingness of leading retailers to
purchase and provide shelf space for the Company's products;
and general economic conditions in the Company's markets.
Such uncertainties and other operational matters are discussed
further in the Company's quarterly and annual filings with
the Securities and Exchange Commission. The Company undertakes
no obligation to make any revisions to the forward-looking
statements contained in this release or to update them to
reflect events or circumstances occurring after the date
of this release. ### |