Polaroid and Petters Group sign merger agreement

Petters Group Worldwide creates, develops and invests in companies that manufacture, procure and market merchandising solutions for key growth markets. Petters’ core portfolio includes a growing list of retail and wholesale companies, which include direct marketing companies uBid.com and Fingerhut Direct Marketing. Petters’ entities represent operations in the United States, Europe, Latin America, China, Japan and Mexico.

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. Petters Consumer Brands produces quality merchandise of exceptional value featuring the latest trends and technology.

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. According to a press release, the combined company will benefit from Petters’ ability to rapidly develop and deploy innovative consumer products and services. 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 Company’s common stock, has entered into an agreement with Petters in which it has agreed to vote all its shares in favor of the merger.

The consummation of the transaction is subject of certain conditions customary for transactions of this type including the receipt of Polaroid shareholder approval and regulatory approvals. The transaction is expected to be completed early in the second quarter of 2005.