Tetra Acquisition Presentation March 2005

1
Tetra Acquisition PresentationMarch 2005
2
Forward Looking Statements

• This presentation includes forward-looking
  statements, which are based in part on
  managements estimates, assumptions and
  projections as of today. These statements are
  subject to risks and uncertainties that could
  cause results to differ materially from what we
  currently expect. Actual results may differ due
  to changes in external competitive market
  factors, changes in our industry or the economy
  in general, our ability to successfully implement
  manufacturing and distribution cost efficiencies
  and improvements, as well as various other
  factors, including those we discuss today and
  those discussed in our securities filings,
  including Rayovacs and United Industries most
  recent Annual Reports on Form 10K and 10Q. We
  assume no obligation to update these statements.
• This presentation contains a number of non-GAAP
  financial measures, also referred to as pro forma
  numbers. Please visit our website at
  www.rayovaccorp.com to view a reconciliation of
  these non-GAAP financial measures to GAAP
  results. The reconciliation is also included in
  the appendix to this presentation.

3
Transaction Overview

• Rayovac has entered into an agreement to acquire
  Tetra for 415 million, or 10.5x Tetra 2004E pro
  forma adjusted EBITDA of 38.5 million, net of 8
  million cash tax savings
• Combined Rayovac and Tetra pro forma LTM 12/31/04
  sales and adjusted EBITDA was 2.6 billion and
  430 million, respectively (includes 5.0 million
  in Tetra year one synergies)
• Rayovac intends to draw down an existing 500
  million add-on to its US and Euro denominated
  term loans to finance the transaction.
• Closing is expected by June 30, 2005

Note Unless otherwise noted, Tetra financials
are converted from to using an exchange rate
of / 1.20 for FY01 FY03 and FY05 FY09 and
an exchange rate of / 1.24 for FY04. Rayovac
results assume a fiscal year ended 9/30 Tetra
results assume a fiscal year ended 12/31.
4
Tetra Overview

• Tetra is a premier global fish food and aquatics
  company
• Leading global player in the home aquarium / pond
  market
• Tetra offers fish foods, remedies, aquatic
  equipment and accessories with products available
  in over 90 countries
• Leading global manufacturer of food for
  ornamental fish and aquarium equipment
• Market leader in US, Japan, France and Germany
• Leading supplier to mass merchandisers, pet
  superstores and independent pet stores
• Headquartered in Melle, Germany and Blacksburg,
  Virginia

5
Strategic Rationale

• Rayovac becomes a global leader in the attractive
  pet supplies market
• Superior brand equity
• Well positioned in high growth retail channels
• Strong platform for continued growth of global
  pet supplies business
• Further diversifies Rayovacs sales and cash flow
• Strong cash flow generation with moderate capex
  allows for significant deleveraging

6
Tetra Investment Merits

• Leading global aquatics company
• Strong global market shares in the highly
  profitable aquatics food category
• Provides UPG with branded entry into fast growing
  pond (10) and reptile (10) categories
• Gives UPG a European, Japanese and Latin American
  pet products rollup platform
• High gross margins and EBITDA margins
• Offers significant integration synergies (15
  million per annum)
• Accretive to earnings in year one without
  synergies and significantly accretive thereafter

7
Pet Supplies Overview

• U.S. pet market is growing at 6-8
• Pet supplies sector is highly fragmented
• Rayovac / United Pet Group has emerged as a
  leading player in the still fragmented industry

8
Further Diversifies Rayovac Product Portfolio
Source Management Estimates. Note Percentages
may not sum to 100 due to rounding.
Total 2.65 billion
9
Strengthens Rayovacs Position in the Fast
Growing Pet Category

( in Millions)
Improvement in Rayovac's Pet Business - LTM
12/31/2004
509
540
450
360
277
270
180
90
0
Rayovac Pet Revenue
Combined Rayovac/Tetra Pet Revenue
10
Sources and Uses of Cash and Capitalization
(1) Of the 300 million revolver, 25 million is
denominated as Euros and 10 million in Pound
Sterling. (2) Based on a pro forma LTM 6/30/2005
EBITDA of 437.2 million with leverage multiples
calculated net of cash. (3) Based on Rayovac
market capitalization as of March 16, 2005.
11
(No Transcript)
12
(No Transcript)