Polaroid and Petters Group Worldwide sign definitive merger agreement

Polaroid Holding Company and Petters Group Worldwide have announced that 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 Company will no longer be a publicly traded company. Polaroid's Board of Directors 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. 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. 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 JP 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 to 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.