TenderCare International, Inc. Announces an Agreement to Sell Outstanding Shares of Stock to The Hain Celestial Group


Edward Reiss

TenderCare International, Inc.
[email protected]

WESTPORT, Conn., Aug. 6 /PRNewswire-FirstCall/ –TenderCare International, Inc. (BULLETIN BOARD: TCAR.OB) today announced the signing of a letter of intent to sell outstanding shares of stock to The Hain Celestial Group, Inc. (NASDAQ:HAIN) , a leading natural and organic food and personal care products company. Under the terms of the agreement, Hain Celestial has agreed to pay $0.45 per share in cash for all of the outstanding shares of TenderCare stock. As of December 31, 2006 there were 7,454,582 shares of TenderCare common stock outstanding. The transaction is expected to be slightly accretive to Hain Celestial’s earnings during its fiscal year 2008.

TenderCare is a Wisconsin-based marketer and distributor of natural chlorine-free and gel-free diapers and natural formula baby wipes under the Tushies(R) and TenderCare(R) brand names. Other terms of the acquisition were not disclosed. The transaction is subject to the approval of TenderCare shareholders as well as customary due diligence and other closing conditions.

“This is an exciting transaction which expands Hain Celestial’s presence in a growing category adjacent to our existing products for babies and toddlers. TenderCare’s environmentally friendly disposable diapers and wipes will give us a great opportunity to further expand our Earth’s Best(R) brand beyond the current categories that we’re in today,” said Irwin D. Simon, President and Chief Executive Officer of Hain Celestial. “As we have successfully grown Earth’s Best from jarred baby food into infant formula, soups, snacks and personal care products, we will now provide parents and their babies with safe and natural alternatives in diapers and wipes. Our Earth’s Best diapers and wipes will meet the same stringent criteria for ingredients that we maintain for all our products, to address the concerns of parents about what they put on their infants and toddlers.”

“Through Hain Celestial, TenderCare will expand its presence in natural and other channels bringing more parents and children the highest quality, natural solutions in diapers and wipes. Additionally, our management team looks forward to working as part of Hain Celestial to grow this business,” said Edward Reiss, Co-Chief Executive Officer of TenderCare.

TenderCare International, Inc. internationally sells and markets, disposable baby diapers and wipes under the brand names Tushies(R) Diapers, TushiesWipes, TenderCare(R) DiapersPlus and Flushable TenderCare Wipes. For more information, visit www.tendercarediapers.com.