Mueller Water Products, Inc. to be Acquired by Walter Industries Inc. in $1.9 Billion Transaction

Mueller Water Products, Inc. announced that its board of directors and the board of directors of Walter Industries, Inc. have unanimously approved, and the companies have executed, a definitive agreement whereby Walter Industries will acquire the company. The aggregate purchase price is approximately $1.91 billion, consisting of approximately $860 million in cash and the assumption of approximately $1.05 billion in company debt, based on the company's balance sheet as of April 2, 2005, subject to adjustments as provided in the agreement. The transaction will complement Walter Industries' existing U.S. Pipe operations, creating a major water infrastructure and piping systems company with leading business positions, significant scale, and excellent prospects for growth.

Under the terms of the agreement, the company's shareholders will receive, upon closing, cash for each share of company common stock they own. Upon closing, the company will become a public reporting subsidiary of Walter Industries, and U.S. Pipe will, as a legal matter, become part of the company, resulting in a subsidiary that will have approximately $1.6 billion in annual revenues.

The acquisition is expected to be completed in the third quarter of 2005, subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and the funding of Walter Industries' committed financing.

The requisite stockholders of the company, DLJ Merchant Banking Partners II, L.P. and its affiliated investment funds and members of the company's senior management, have agreed to approve the transaction agreement.

"The combination of Mueller Water Products and Walter Industries will result in strategic benefits for the combined company going forward," said Dale B. Smith, chief executive officer of Mueller Water Products, Inc.

"Mueller Water Products' customers, suppliers and employees have an attractive opportunity to participate in the exciting potential created by the combination of these two businesses."

Thompson Dean, chairman of Mueller and managing partner of DLJ Merchant Banking said, "We are extremely pleased at this outcome for the DLJ Merchant Banking funds as well as the opportunities that this transaction creates for Walter Industries and Mueller Water Products going forward."

Mueller Water Products, Inc.

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