Del Laboratories Inc has signed a definitive merger agreement to be acquired by DLI Holding Corp, a company jointly owned by affiliates of Kelso & Company and Church & Dwight Co Inc, in a cash transaction valued at $385 million.

Under the merger agreement, each outstanding share of Del Laboratories common stock will be converted into the right to receive $35 per share in cash. The total transaction value is approximately $465 million, including the assumption of approximately $80 million of debt.

Dan K Wassong, chairman, president and CEO of Del Laboratories, said, "I am delighted that we have reached this agreement with Kelso & Company and Church & Dwight. This transaction offers both immediate cash premium to Del Laboratories' shareholders and the opportunity for the Company to continue its growth."

Following the close of the transaction, which is expected to occur in the fourth quarter of 2004, Del Laboratories will become a wholly owned subsidiary of DLI Holding Corp. and will cease to be a publicly traded company. Upon closing of the transaction, William McMenemy, currently executive vice president of Marketing at Del, will become president and CEO of Del, Charles J Hinkaty, vice president of Del and president of Del Pharmaceuticals, will become chief operating officer, Harvey Alstodt, currently executive vice president of Sales, will become president of Global Business. Wassong, who owns approximately 30 per cent of the outstanding shares of the Company, has signed an agreement stating he will vote his shares in favour of the merger.

Kelso & Company has received financing commitments for the acquisition. The transaction is subject to satisfaction of certain conditions, including approval by Del Laboratories' shareholders, receipt of the necessary financing proceeds and the customary Hart-Scott-Rodino antitrust review.

Del Laboratories, Inc., markets and manufactures cosmetics and over-the-counter pharmaceuticals.