The Scotts Company Shareholders Approve Restructuring Proposal, Employ

MARYSVILLE, Ohio, Jan. 27 /PRNewswire-FirstCall/ -- Shareholders of The Scotts Company , the world's largest marketer of branded consumer lawn and garden products, today approved the creation of a new holding company structure during the Company's Annual Meeting. The structure serves as an improved framework in which to execute future acquisitions and dispositions.

In conjunction with the new structure, the Company's name will change to The Scotts Miracle-Gro Company. The name change is likely to occur in early spring of 2005.

Separately, shareholders adopted The Scotts Company Employee Stock Purchase Plan, which provides employee participants with a mechanism to acquire or increase an ownership interest in the Company. Also, re-elected to the Board of Directors, for terms expiring in 2008, were James Hagedorn, chairman of the board of The Scotts Company, Karen G. Mills, managing director and founder of Solera Capital, Stephanie M. Shern, founder of Shern Associates LLC, and John Walker, Ph. D., chairman of Advent International plc, Europe.

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The Scotts Company is the world's largest marketer of branded consumer products for lawn and garden care, with a full range of products for professional horticulture as well. The Company owns the industry's most recognized brands. In the U.S., the Company's Scotts(R), Miracle-Gro(R) and 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. The Company also owns Smith & Hawken, a leading brand of garden-inspired products that includes pottery, watering equipment, gardening tools, outdoor furniture and live goods. In Europe, Scotts' brands include Weedol(R), Pathclear(R), Evergreen(R), Levington(R), Miracle-Gro(R), KB(R), Fertiligene(R) and Substral(R).