STURTEVANT, Wis.--(BUSINESS WIRE)--JohnsonDiversey, Inc. (“JohnsonDiversey”) and JohnsonDiversey Holdings, Inc. (“JohnsonDiversey Holdings”) announced today the expiration of JohnsonDiversey’s previously announced cash tender offer for its outstanding dollar-denominated 9.625% Senior Subordinated Notes due 2012 (CUSIP No. 479269AB8, ISIN No. US479269AB82) (the “Dollar Notes”) and JohnsonDiversey Holdings’ previously announced cash tender offer for its outstanding 10.67% Senior Discount Notes due 2013 (CUSIP No. 47926PAB2, ISIN No. US47926PAB22) (the “Holdings Notes”) at midnight, New York City time, on Tuesday, December 1, 2009 (the “Expiration Date”). JohnsonDiversey’s previously announced cash tender offer for its outstanding euro-denominated 9.625% Senior Subordinated Notes due 2012 (CUSIP No. 479269AD4, ISIN Nos. US479269AD49, XS0153495907, XS0147085020) (the “Euro Notes” and, together with the Dollar Notes and the Holdings Notes, the “Notes”) expired at midnight, New York City time, on Monday, November 23, 2009 (the “Early Expiration Date”). The tender offers were made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated October 26, 2009 (as amended, the “Offer to Purchase”) and the related Letter of Transmittal and Consent.

As of the Expiration Date, approximately $277.9 million aggregate principal amount of Dollar Notes and approximately $377.7 million aggregate principal amount at maturity of Holdings Notes had been validly tendered. As of the Early Expiration Date, approximately €157.5 million aggregate principal amount of Euro Notes had been validly tendered. Such amounts represent approximately 92.6% of the aggregate principal amount of Dollar Notes outstanding, 93.0% of the aggregate principal amount at maturity of Holdings Notes outstanding and 70.0% of the aggregate principal amount of Euro Notes outstanding, respectively. JohnsonDiversey and JohnsonDiversey Holdings received no tenders of Notes following the Early Expiration Date.

As previously announced, on November 24, 2009, JohnsonDiversey accepted for purchase and paid for all of the Dollar Notes and Euro Notes validly tendered in the applicable tender offer, and JohnsonDiversey Holdings accepted for purchase and paid for all of the Holdings Notes validly tendered in the applicable tender offer.

The tender offer consideration for each $1,000 principal amount of Dollar Notes and each $1,000 principal amount at maturity of Holdings Notes validly tendered and accepted for purchase pursuant to the applicable tender offer was an amount equal to $1,019.79 and $1,021.53, respectively. The tender offer consideration for each €1,000 principal amount of Euro Notes validly tendered and not validly withdrawn by 5:00 p.m., New York City time, on Friday, November 6, 2009 (the “Consent Deadline”), and accepted for purchase pursuant to the applicable tender offer was an amount equal to €1,018.54. The tender offer consideration for each €1,000 principal amount of Euro Notes validly tendered after the Consent Deadline and accepted for purchase pursuant to the applicable tender offer was an amount equal to €998.54.

Holders whose Notes were accepted for purchase in the applicable tender offer were also paid accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the payment date of November 24, 2009.

In addition, as contemplated by the Offer to Purchase, JohnsonDiversey and JohnsonDiversey Holdings issued irrevocable notices of redemption with respect to the Notes that remained outstanding following the purchase of Notes in the applicable tender offer. Pursuant to the applicable redemption notice and the terms of the applicable indenture, JohnsonDiversey or JohnsonDiversey Holdings, as applicable, will redeem the Notes that remain outstanding on December 24, 2009 (the “Redemption Date”) at a redemption price equal to $1,016.04 for each $1,000 principal amount of Dollar Notes, $1,017.78 for each $1,000 principal amount at maturity of Holdings Notes and €1,016.04 for each €1,000 principal amount of Euro Notes, plus, in each case, accrued and unpaid interest from the last interest payment date to, but not including, the Redemption Date.

Goldman, Sachs & Co. and Goldman Sachs International acted as Dealer Managers and Solicitation Agents for the tender offers.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes. The tender offers were made pursuant to the tender offer documents, including the Offer to Purchase that JohnsonDiversey and JohnsonDiversey Holdings distributed to holders of Notes. The tender offers were not made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not have been in compliance with the securities, blue sky or other laws of such jurisdiction.

ABOUT JOHNSONDIVERSEY

JohnsonDiversey Inc. is committed to a cleaner, healthier future. Its products, systems and expertise make food, drink and facilities safer and more hygienic for consumers and for building occupants. With sales into more than 175 countries, JohnsonDiversey is a leading global provider of commercial cleaning, sanitation and hygiene solutions. The company serves customers in the building management, lodging, food service, retail, health care, and food and beverage sectors. JohnsonDiversey is headquartered in Sturtevant, Wisconsin, USA. www.johnsondiversey.com.

Forward-Looking Statements

This press release contains forward-looking statements about JohnsonDiversey and JohnsonDiversey Holdings, including statements regarding the payment of the redemption price for the Notes. All forward-looking statements in this press release represent the judgment of JohnsonDiversey and JohnsonDiversey Holdings only as the date of this press release. Actual events may differ from current expectations based on a number of factors. Therefore, the reader is cautioned not to rely on these forward-looking statements. JohnsonDiversey and JohnsonDiversey Holdings disclaim any intent or obligation to update these forward-looking statements. Additional information concerning risk factors of JohnsonDiversey and JohnsonDiversey Holdings may be found in previous press releases issued by JohnsonDiversey and JohnsonDiversey Holdings and in their public periodic filings with the Securities and Exchange Commission.