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Sun Gro to Acquire Assets of The Scotts Company’s Professional Growing Media Business

TRADING SYMBOL: Toronto Stock Exchange — GRO.UN

VANCOUVER, BC, July 29/CNW/ — Sun Gro Horticulture Income Fund today announced that its wholly owned subsidiary, Sun Gro Horticulture Canada Ltd. (Sun Gro), has signed an agreement to buy certain assets of The Scotts Company Professional Business Group.

Effective September 30, 2004, the pending agreement provides for Sun Gro to purchase the Metro-Mix® and Redi-Earth® professional growing media brands from The Scotts Company. The majority of production of the brands will be relocated to Sun Gro facilities in Elizabeth City, North Carolina; McCormick, South Carolina; Quincy, Michigan; and Pine Bluff, Arkansas. Modest volumes will be produced at other Sun Gro facilities in the United States. Sun Gro will maintain Scotts’ distribution program and will continue to use the same growing media formulas, ensuring that growers who use the brands will not need to interrupt or modify their current cultural practices.

“This transaction is directly in line with our strategic focus on the professional grower market,” said Mitch Weaver, President and CEO of Sun Gro and a Trustee of the Fund. “The addition of these quality brands to our product offerings will strengthen our position in the bark-based media segment of the professional market and further solidify our relationship with several of our key distributors.”

Sun Gro will pay US $6 million to acquire Scotts’ professional growing media business and estimates that the acquisition will increase its annual sales by $16 - $18 million (Canadian). Short-term debt associated with the transaction will be financed through the company’s acquisition line of credit. “We expect that the acquisition will be accretive to our unit holders commencing late this year,” said Weaver. “The new business will allow us to use the slower summer season to add capacity at several of our US plants. We will be spending about US $2.5 million to upgrade the capacity of the affected plants. However, other than the capital expenditure, it is not anticipated that significant additional fixed costs will be added to our cost structure.”

Korbin Riley, Vice President of Scotts Professional Business Group said that the transaction allows Scotts to focus on its core competencies. “Our greatest strengths in the professional horticultural market lie in the areas of fertilizer and plant protection products. The sale of our professional growing media assets to Sun Gro will allow Scotts to successfully focus on our fundamental product categories and drive our future success.”

Riley emphasized that both companies will work together to ensure a seamless transition.

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®, Miracle-Gro® and Ortho® brands are market leading in their categories, as is the consumer Roundup® brand which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. Additional brands include Peters® and Peters® Excel® water-soluble fertilizers; Osmocote® control release fertilizers; and more than a dozen herbicide, miticide, fungicide and Aqua-Gro® water management products.

Sun Gro was founded in 1929 in Vancouver, British Columbia and has grown to become North America’s largest producer of sphagnum peat and the largest distributor of peat moss and peat and bark-based growing media to professional plant growers in the US and Canada. The company’s Sunshine® brand is widely recognized as the premier growing media brand in the professional sector. The Sun Gro Horticulture Income Fund is a limited purpose, open-ended trust created in March 2002 to acquire and hold the securities of Sun Gro and its subsidiaries. Distributions to the Fund’s unit holders are dependent on the performance of Sun Gro.

For additional information, please contact:

Bradley A. Wiens
Vice-President, Finance and CFO
Sun Gro Horticulture Income Fund
Tel: 425-373-3603
E-mail: bradw@sungro.com
Website: www.sungro.com


Jim King
Director, Investor Relations and Corporate Communications
The Scotts Company
Tel: 937-578-5622
E-mail: jim.king@scotts.com