Vestar Capital Partners To Acquire FL Selenia S.p.A. From Doughty Hanson September 4, 2003; Vestar To Acquire FL Selenia S.p.A.

MILAN, LONDON & NEW YORK--Sept. 4, 2003--Vestar Capital Partners and Doughty Hanson & Co. announced today that Vestar has entered into a definitive agreement to purchase FL Selenia S.p.A. from Doughty Hanson for EUR 670 million ($725 million) in cash, including assumption of debt. FL Selenia, headquartered near Turin, Italy, is the largest independent producer of branded automotive lubricants and other functional fluids in Europe. The transaction is expected to close by early October, subsequent to various regulatory approvals.

FL Selenia, which was acquired by Doughty Hanson & Co in April, 2000, supplies lubricants and functional fluids including anti-freeze, transmission and engine fluids for cars, trucks, tractors, earth-moving equipment and general components, as well as for marine applications and industrial lubrication. FL Selenia was founded as a division of Fiat Auto in 1912. Its well-established motor oil, systems fluids and industrial lubrication brands include Selenia, VS, HPX, Ambra, Paraflu, Urania and Tutela. In the aftermarket, the company serves about 19,000 customers through its sales network and reaches more than 150,000 consumers through its distributors. These clients include Blu Officina, Italy's largest network of independent automotive repair shops.

FL Selenia conducts its business through operations in Italy and numerous other countries throughout Europe, South America and the United States. The company's production is carried out at four facilities, two located in Italy, and one each in Spain and Brazil. FL Selenia employs approximately 1,000 people worldwide and generates sales in excess of EUR 530 million.

"FL Selenia owns an impressive array of automotive and agricultural aftermarket brands which have significant market positions not only in Italy but also in many countries in Europe and Latin America," said Robert Rosner, President of Vestar Capital Partners Europe. "The company possesses attractive financial characteristics of consistent top-line performance, low capital requirements and substantial free cash flow that Vestar, as a financial investor, finds particularly appealing."

"Vestar is also delighted to have the opportunity to support Aldino Bellazzini, Selenia's CEO, and his management team in the next phase of development for the company and to share the particular expertise we have developed from our successful history of investing in consumer brands and the automotive aftermarket, " Rosner added. "We are particularly excited about backing Selenia's growth plans, which include expansion in new market and product categories as well as complementary acquisitions."

"After three years of growth and consolidation under Doughty Hanson's ownership, Vestar will be the perfect shareholder to support our aggressive growth strategy for the next several years. The geographic area for this growth will be mostly in Europe and will include several acquisitions to complement our product catalogue" said Aldino Bellazzini, CEO of FL Selenia.

Michele Russo, Managing Director of Doughty Hanson said, "We are delighted to have agreed this transaction. Since our acquisition of FL Selenia just three years ago, the company, under the leadership of Aldino Bellazzini, has performed well by positioning itself as a lubricant specialist offering a range of quality products. We are confident that FL Selenia will continue to prosper under its new ownership. Vestar knows this industry well, having acquired and grown other similar businesses."

Mizuho Corporate Bank, Ltd. and JP Morgan plc have committed to underwrite all of the necessary financing to complete the transaction. All of the equity will be provided by Vestar, along with an investment by Selenia's senior management team. Levison & Co. acted as financial advisor to Vestar.

More About FL Selenia

FL Selenia markets over 1,500 products, which have been specifically formulated to optimize the performance of automotive, commercial and agricultural vehicles and to anticipate and meet the needs of its customers. FL Selenia also markets lubricant products for industrial equipment and the marine industry. Maintaining such a high level of performance for its customers is supported by one of the most advanced lubricant research facilities in Europe, that allows the company to be a leading technological partner to the OEMs for their fluid and lubricant needs. FL Selenia has established technical and commercial relationships with several major OEM customers, most notably Fiat Auto, Case New Holland, Iveco and Piaggio, which allow the company to enhance the value of its brands and its presence in European and international markets. The company also enjoys local agreements with Subaru and Honda. FL Selenia is also well-known for its technical sponsorship and involvement with motor racing, motorcycle and rally teams, providing lubricants and motor oils for Alfa Romeo, Gilera and Kawasaki.

Doughty Hanson acquired FL Selenia from Fiat in April 2000. In December 2000, FL Selenia acquired Viscosity Oil from Pennzoil-Quaker State in the United States, providing a launch pad for its expansion in North America. Following the acquisition of Viscosity Oil, FL Selenia became the worldwide leading producer and marketer in the agricultural segment. In 2003, FL Selenia acquired Rondine, an Italian specialist lubricant producer and distributor.

About Vestar

Vestar Capital Partners is a leading investment firm specializing in management buyouts, recapitalizations and growth capital investments. Vestar's investment strategy is targeted towards middle-market companies with valuations in the $200 million to $2 billion range. Since the firm's founding in 1988, Vestar has completed over forty investments in companies with a total value exceeding $14 billion. These companies have varied in size and geography and span a broad range of industries. Vestar's principals have had meaningful experience investing in leading branded automotive aftermarket companies, including Prestone Products and First Brands Corporation. Other noteworthy consumer products investments have included Birds Eye Foods, St. John Knits, Celestial Seasonings, Remington Products, Polo Jeans Co. and Michael Foods.

The acquisition of FL Selenia represents the third European investment made by Vestar in the past twelve months. Last fall, Vestar acquired SAB Wabco, a leading European designer and manufacturer of brake systems for the railroad industry and ZML, an Italian-based manufacturer of components for household appliances and the automotive industry.

Vestar currently manages a committed equity pool of $4 billion and has offices in New York City, Denver, Paris and Milan.

About Doughty Hanson

Doughty Hanson & Co. is an independent fund management company with offices in London, New York, Chicago, Frankfurt, Milan, Munich, Paris, Prague and Stockholm. Doughty Hanson & Co.'s partners have had many years' experience in the successful management of international private equity funds and have led and arranged a number of the largest European acquisitions, having completed transactions valued in excess of $16 billion since 1985. Doughty Hanson's most recent fund, Doughty Hanson III, closed in September 1998, raising $2.66 billion. Investors in the fund include major pension funds, insurance companies, banks and state funds worldwide.

1.00 Euro = USD 1.08 (as of September 4, 2003)