Zodiac Group and The Carlyle Group Merge Zodiac Marine with Jandy Pool Products

Issy-les-Moulineaux, France - Global private equity firm The Carlyle Group and Zodiac Group today announced that they have merged the Marine division of Zodiac Group with Jandy Pool Products to create Zodiac Marine & Pool.

Carlyle owns 69%, Zodiac 27% and the management team, led by CEO Jean-Marc Daillance, the remaining 4% of the combined entity. This transaction will be the first investment of the third European buyout fund of Carlyle, Carlyle Europe Partners III, which recently closed with €5.35 billion of commitments.

Zodiac Marine provides inflatable and semi-rigid boats, lifesaving equipments, commercial marine sanitation systems, pool cleaners, pool heaters and other pool care products, owning well-known brands including Zodiac®, Avon®, Bombard®, Evac® and Polaris®.  Jandy Pool Products is a developer, manufacturer and marketer of innovative pool products sold under the Jandy® brand. Jandy was acquired by Carlyle (80%) and the Zodiac Group (20%) in April 2006.

The merger of Jandy Pool Products with the Pool Care sector of Zodiac Marine creates a major global supplier of pool equipment. The combined entity has been branded Zodiac Marine & Pool and will be headquartered in Issy-les-Moulineaux, France. In the United States, the company will have one of the most significant sales forces in the market.

Jean-Louis Gérondeau, CEO of the Zodiac Group, commented:

"We are very pleased with the completion of this transaction, which allows the Zodiac Group to reinforce its acquisition capabilities in the Aerospace sector, to ensure that its successful Marine operations will continue to have the resources necessary for its growth and to participate with Carlyle in the development of the Marine Segment businesses."

Franck Falézan, Managing Director, The Carlyle Group, said:

"We are delighted to continue the successful alliance formed with Zodiac Group in 2006 with the acquisition of Jandy. Zodiac Marine & Pool has an impressive track-record of profitable growth within its diversified global portfolio in marine and swimming pool related sectors and owns a collection of strong brands. We are fully committed to supporting the company's growth and acquisition strategy and look forward to working with both management teams to make this merger a great success."

Jean-Marc Daillance, CEO of Zodiac Marine & Pool commented:

"We are thrilled to see the partnership initiated with Carlyle more than two years ago resulting in this announcement and welcome Carlyle as our new controlling shareholder. We share the same positive outlook on the future of Zodiac Marine & Pool and see good long-term prospects for the company. Carlyle's global network in Europe, the Americas and Asia as well as its strong track-record of helping its portfolio companies grow both organically and through acquisitions is a great asset for Zodiac Marine & Pool. I look forward to working with Carlyle and Jandy."

ING is providing financing for this transaction.

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About The Zodiac Group

The Zodiac Group is an industrial company listed on the Paris Stock Exchange since 1983 with a market capitalization of €2.8 billion and sales of €2.5 billion for its fiscal year ended August 31, 2007. Widely known for its inflatable boats, the Zodiac Group is organized around five business segments: Aerosafety Systems, Aircraft Systems, Cabin Interiors, Technology and Marine. Zodiac aeronautical equipment business, which produces a variety of products from aircraft seats to fuel tanks for both civilian and military applications, represents 74% of sales. The Zodiac Group employs more than 16,000 people on all continents, including approximately 2,500 people with Zodiac Marine segment.

Zodiac Marine segment represented 19% of sales of the group over the financial year ended on August 31, 2007 as well as 15% of the debt of the group as of August 31, 2006. Zodiac Marine segment holds leadership positions in boats and pools in both the consumer and commercial segments. It includes six business sectors: Pool Care, Pools, Marine recreational boats, Marine Military/Professional boats and two Commercial marine equipment sectors: "SOLAS" and Environmental Solutions.  Zodiac Marine segment has strong international presence built on continuous internal growth as well as regular acquisitions in key regions for the pool and marine industries: North America, Europe and Australia.

Visit www.zodiac.com and www.zodiac-marine-pool.com for additional information.

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