Polaroid Acquired for $426 Million

WALTHAM, Mass., and MINNEAPOLIS, Minn., Jan. 10 -- Polaroid Holding Co. and Petters Group Worldwide announced Friday they have reached an agreement for Petters, through an affiliate, to acquire Polaroid, by merger, for $12.08 per share in cash. The total value of the transaction is approximately $426 million.

Following the merger, Polaroid will become a wholly owned subsidiary of Petters, and Polaroid Holding Co. will no longer be a publicly traded company. Polaroid's board unanimously approved the merger agreement. In connection with the transaction, JPMorgan and Lehman Brothers delivered fairness opinions.

"Petters and Polaroid believe that the transaction will enable privately held Petters to combine its fast-growing Consumer Brands business with Polaroid to create a global leader in imaging and consumer electronics," Petters said in a statement. "The combined company will drive growth by building on the strength of Polaroid's trusted global brand by introducing innovative new products for the digital age. Further, the combined company will benefit from Petters' ability to rapidly develop and deploy innovative consumer products and services."

Petters' core portfolio includes retail and wholesale companies including direct marketing companies uBid.com and Fingerhut Direct Marketing. Petters Consumer Brands, a wholly owned independent operating company of Petters Group Worldwide, creates partnerships with global manufacturers to develop products and brand extensions for distribution through retail, Internet, catalog and specialty channels. Since 2002, Petters, through an affiliate, has been a Polaroid licensee in North America for certain consumer electronics including DVD players and plasma, LCD and traditional televisions.

One Equity Partners LLC, a private equity affiliate of J.P. Morgan Chase & Co. and owner of approximately 53 percent of Polaroid Holding Co.'s common stock, has entered into an agreement with Petters to vote all its shares in favor of the merger. The transaction is subject to customary closing conditions, including shareholder approval and regulatory approvals, and is expected to be completed early in the second quarter of 2005.

J. Michael Pocock, Polaroid's president and CEO, said, "We are very pleased to enter into this agreement with our valued business partner, Petters Group Worldwide. At a time when the worlds of photography, computing, telecom and consumer electronics are converging, this transaction will allow us to combine the strengths of our two companies to meet the emerging needs of consumers and our commercial customers and business partners.

For more information, visit: www.pettersgroup.com