Fortune Brands To Spin Off ACCO

    March 16, 2005

Fortune Brands will spin off to shareholders its ACCO World Corporation office products unit.

ACCO will merge with General Binding Corporation (GBC) to create the world’s largest supplier of branded office products with combined revenues of nearly $2 billion.

The merger of ACCO and GBC will establish an office products powerhouse with a broad portfolio of leading brands. The new company, to be called Acco Brands Corporation, will combine ACCO’s Swingline, Wilson Jones, Kensington, Day-Timer and Rexel brands with GBC’s GBC and Quartet brands. With increased scale and international reach, Acco Brands Corporation will be well positioned to capitalize on growth opportunities in the growing and fragmented global office products market.

The spin-off of ACCO sharpens Fortune Brands’ focus on growing its high-return Home & Hardware, Spirits & Wine and Golf businesses. As part of the spin-off, Fortune Brands will receive a cash dividend of $625 million from ACCO. Upon completion of the simultaneous spin-off and merger, which is expected this summer, shareholders of both Fortune Brands and GBC will receive shares in the newly created company.

The transaction, which was unanimously approved by the boards of directors of Fortune Brands and GBC, will be tax-free to U.S. shareholders of both companies. Acco Brands Corporation plans to seek listing on the New York Stock Exchange.

The spin-off and merger are subject to regulatory approvals and other customary closing conditions. The merger is also subject to approval by GBC shareholders. GBC’s majority shareholder has agreed to vote for the merger.

Acco Brands has commitments for financing that will be used to finance the dividend to Fortune Brands and the repayment of GBC’s existing debt.

“We believe this is a win-win-win for Fortune Brands, ACCO and GBC that will better position each company for long-term growth and deliver greater value to our respective shareholders,” said Fortune Brands chairman & CEO Norm Wesley.

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