ScottsMiracle-Gro Exercises Outstanding Warrants to Achieve 80% Beneficial Ownership Stake of AeroGrow International

MARYSVILLE, Ohio, Nov. 30, 2016 -- The Scotts Miracle-Gro Company (NYSE:SMG), the world’s leading marketer of branded consumer lawn and garden products, today announced that SMG Growing Media, Inc., an indirect wholly-owned subsidiary, has exercised its current outstanding warrants to establish an 80 percent ownership stake in AeroGrow International, Inc. (OTCQB:AERO).

The Company, through its subsidiary, established an approximately 31 percent stake in AeroGrow in 2013. Since that time, the business has demonstrated strong and consistent growth with a leading line of consumer indoor gardening systems. The Company’s involvement in AeroGrow is managed within its wholly-owned subsidiary, The Hawthorne Gardening Company.

Under terms of the transaction, approximately 21.6 million shares of AeroGrow were issued to ScottsMiracle-Gro for $47.8 million. AeroGrow separately announced today that its Board of Directors has declared a $41 million distribution, equivalent to $1.21 per share, payable Jan. 3, 2017. In addition, AeroGrow is expected to repay ScottsMiracle-Gro a roughly $5.25 million loan used for working capital purposes.

The net cash outlay for ScottsMiracle-Gro related to the transaction is approximately $9 million.

With the increased ownership position, three members of the ScottsMiracle-Gro team will now sit on the 5-member AeroGrow board, including Chris Hagedorn, general manager of The Hawthorne Gardening Company, who also will be chairman of the AeroGrow board. Michael Wolfe will remain in his capacity as president and CEO of AeroGrow.

“Our investment and work with AeroGrow has benefited both companies, and we continue to see great potential for indoor gardening going forward,” said Jim Hagedorn, chairman and CEO of ScottsMiracle-Gro. “We’re pleased to maintain key members of the management team, excited by their pipeline of new products, and we look forward to even greater results going forward.”

About ScottsMiracle-Gro
The Scotts Miracle-Gro Company is the world’s largest marketer of branded consumer products for lawn and garden care. The Company’s brands are the most recognized in the industry. 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 near worldwide by Scotts and owned by Monsanto. In the U.S., we maintain a minority interest in TruGreen®, the largest residential lawn care service business, and in Bonnie Plants®, the largest marketer of edible gardening plants in retail channels.  In Europe, the Company’s brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligène® and Substral®. For additional information, visit us at www.scotts.com.

Contact:
Jim King
Senior Vice President
Investor Relations & Corporate Affairs
(937) 578-5622