Rhône-Poulenc today announced that it has signed a definitive agreement with The Scotts Company to purchase Rhône-Poulenc Jardin, continental Europe's largest consumer lawn and
garden products company, from Rhône-Poulenc S.A. (NYSE:RP). This follows a letter of intent signed by both comapnies on July 10, 1998.

Rhône-Poulenc Jardin sells a full line of consumer lawn and garden pesticides, fertilizers and growing media products in France, Germany, the Benelux countries, Austria, Italy and Spain. Its leading brands include KB®, Fertiligène®, Celaflor® and Nexalotte®. Rhône-Poulenc Jardin had 1997 sales of approximately $140 million (FF850 million) and employs 420 people.

"This planned sale will enable Rhône-Poulenc to focus its resources on strengthening its businesses based on crop protection products and services for agricultural production and the development of innovative technologies", said Alain Godard, Chairman of Rhône-Poulenc's Plant & Animal Health Sector.

"This definivite agreement clearly makes Scotts the global leader in consumer lawn and garden products", said Charles M. Berger, Scott's Chairman, President and Chief Executive Officer. "We believe that combining Scott's consumer marketing expertise with Rhône-Poulenc Jardin's leading brands will result in greater category growth and in growing shareholder value".

As part of the agreement with Rhône-Poulenc, Scotts will obtain European licensing rights for lawn and garden care technology that Rhône-Poulenc has under development and will develop in the future.

The Scotts Company is a leading supplier of consumer products for the lawn and garden care, professional turf care and professional horticulture businesses in both the U.S. and U.K., and is expanding operations in other international businesses.

Rhône-Poulenc is a leading life sciences company, growing through innovations in human, plant and animal health and through its specialty chemicals subsidiary Rhodia. With sales in 1997 of FF90 billion (US$15 billion), the company employs 68,000 people in 160 countries worldwide.

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