ScottsMiracle-Gro to Sell its Global Professional Business to ICL in All-Cash Transaction Valued at $270 Million

By The Scotts Miracle-gro Company, PRNE
Monday, December 6, 2010

Sale expected to close in second quarter of FY 2011

MARYSVILLE, Ohio, December 7, 2010 - The Scotts Miracle-Gro Company (NYSE: SMG), the world's leading marketer
of branded consumer lawn and garden products, announced today that it has
received a binding offer from ICL (TASE: ICL) to acquire the shares and
substantially all the assets of ScottsMiracle-Gro's Global Professional
business for $270 million (US), subject to certain adjustments at closing, in
an all-cash transaction.

"Today's announcement is another step in our strategy to become a more
focused consumer business," said Jim Hagedorn, chairman and chief executive
officer, ScottsMiracle-Gro. "Over the past two years, we have evolved our
business portfolio to better leverage growth opportunities within our Global
Consumer segment, allowing us to better drive shareholder value.

"While we are proud of the efforts that our Global Professional team has
put forward over the years, we believe their ability to continue driving
growth will be enhanced by being part of ICL, which has articulated a clear
vision to invest in this business and support its growth."

The Global Professional business markets professional products to
commercial nurseries and greenhouses for ornamental horticulture; sports
fields, golf courses and public parks for professional turf applications; and
specialty agriculture in North America, Europe, the Middle East, Africa,
Latin America and Asia-Pacific. The U.S. professional seed business is not
included in this offer.

The proposed sale is expected to close in the Company's second quarter of
fiscal 2011, subject to regulatory review and the satisfaction of certain
conditions, including works council and employee consultation. The Company
intends to apply net proceeds of the sale toward capital investments and debt

In fiscal 2010, which ended September 30, 2010, the Global Professional
business had sales of $242 million, which accounted for 8 percent of the
Company's total sales. The purchase price is based on pro forma fiscal 2010
EBITDA of $31.4 million, a non-GAAP measure that includes certain adjustments
to better reflect the economic earnings of the business on a stand-alone

For fiscal 2011, ScottsMiracle-Gro anticipates the proposed transaction
will be dilutive to its earnings per share in the range of 10 to 15 cents.
The estimated 2011 diluted earnings per share impact excludes an anticipated
net after-tax gain on the sale and direct costs associated with the
transaction. ScottsMiracle-Gro estimates income taxes to be paid on the
transaction will be in the range of $30 million to $40 million.

"We are pleased to find a buyer that values Global Professional's market
leadership position, talented people, respected brands and positive customer
relationships," Mr. Hagedorn, added. "ICL has extensive experience in global
markets, is a leader in the global fertilizer industry and is committed to
achieving business success. These attributes give us confidence that Global
Professional will be a good fit with ICL."

Mr. Akiva Mozes, ICL's president and CEO, commented, "We are very excited
about the potential of combining our two companies' specialty fertilizers and
horticultural/turf inputs businesses, thereby forming a strong basis for the
strategic expansion that we have planned for this area. By combining Global
Professional's branded products, experienced global sales and marketing
organization and significant R&D capabilities with our own leading products
and superior access to raw materials, we believe that we will be able to
create a specialty fertilizers and horticultural/turf inputs powerhouse
positioned for accelerated growth in a growing marketplace."

Both companies said they will have teams in place to ensure a smooth
transition for associates, customers and suppliers. "We believe this proposed
transaction will be positive for all of Global Professional's stakeholders,
and we are dedicated to supporting the seamless transfer of the business to
ICL," Mr. Hagedorn added.

J.P. Morgan Securities Inc. acted as ScottsMiracle-Gro's exclusive
financial advisor on this transaction.

About ScottsMiracle-Gro

With $3.14 billion in worldwide sales and approximately 8,000 associates,
The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The
Scotts Company LLC, is the world's largest marketer of branded consumer
products for lawn and garden care. The Company's brands are the most
recognized in the industry. In the U.S., the Company's Scotts(R),
Miracle-Gro(R), Ortho(R) brands are market-leading in their categories, as is
the consumer Roundup(R) brand, which is marketed in North America and most of
Europe exclusively by Scotts and owned by Monsanto. In Europe, the Company's
brands include Weedol(R), Pathclear(R), Evergreen(R), Levington(R),
Miracle-Gro(R), KB(R), Fertiligene(R) and Substral(R). The Global
Professional business has approximately 350 associates and brands such as
Osmocote(R), Peters(R), Sierraform GT(R), Sierrablen Plus(R), Agroblen(R) and
Agriform(R). For additional information, visit us at

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release, other than statements of
historical fact, which address activities, events and developments that the
Company expects or anticipates will or may occur in the future, including,
but not limited to, information regarding the future economic performance and
financial condition of the Company, the plans and objectives of the Company's
management and the Company's assumptions regarding such performance and plans
are "forward-looking statements" within the meaning of the U.S. federal
securities laws that are subject to risks and uncertainties. These
forward-looking statements generally can be identified as statements that
include phrases such as "guidance," "outlook," "projected," "believe,"
"target," "predict," "estimate," "forecast," "strategy," "may," "goal,"
"expect," "anticipate," "intend," "plan," "foresee," "likely," "will,"
"should" or other similar words or phrases. Actual results could differ
materially from the forward-looking information in this release due to a
variety of factors. Additional detailed information concerning a number of
the important factors that could cause actual results to differ materially
from the forward-looking information contained in this release is readily
available in the Company's publicly filed quarterly, annual and other
reports. The Company disclaims any obligation to update developments of these
risk factors or to announce publicly any revision to any of the
forward-looking statements contained in this release, or to make corrections
to reflect future events or developments.

About ICL

ICL is one of the world's leading fertilizer and specialty chemicals
companies, making products that increase global food and water supplies and
improve industrial materials and processes. The 6th largest potash producer
in the world, ICL is a leading supplier of fertilizers in Europe and a major
player in specialty fertilizer market segments worldwide. ICL also produces a
third of the world's bromine, is one of the world's leading providers of pure
phosphoric acid and is the industry's most vertically integrated provider of
specialty phosphates. The Company's manufacturing plants are located in
Europe, the US, South America, China and Israel, and its marketing and
logistics networks cover the globe. ICL employs approximately 10,000 people,
and its 2009 revenues were approximately $4.5 billion. ICL's shares are
traded on the TASE Exchange under the symbol ICL.

Investors/Financial Press: Jim King, Senior Vice President, Investor Relations and Corporate Affairs, The Scotts Miracle-Gro Company, +1-937-578-5622; General Media: Lance Latham, Director, Public Affairs, The Scotts Miracle-Gro Company, +1-937-644-7313; Investors/Media: Amiram Fleisher, Fleisher Communications and Public Relations, +972-3-624-1241, amiram at

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