The Zodiac Group Enters Into Exclusive Discussions with Carlyle to Combine Zodiac Marine with Water Pik, Already Jointly Owned by Carlyle and the Zodiac Group

Issy-les-Moulineaux - Over the past weeks, The Zodiac Group and The Carlyle Group have engaged into discussions regarding the potential transfer of the Marine Segment of the Zodiac Group ("Zodiac Marine") to a holding company jointly owned by Carlyle and Zodiac. It is contemplated that, following such transfer, Jandy Pool Products, Water Pik’s pool equipment operations, will be combined with the new entity.

Following completion of these transactions, Carlyle would own 72% and Zodiac would own 28% of the holding company of the new group, which would include both Zodiac Marine and Jandy Pool Products. Zodiac would achieve such an ownership percentage through an investment having a value of approximately 90 million euros in the new group. Jean-Marc Daillance, CEO of Zodiac Marine, will be the CEO of the new company.

Zodiac Marine is a worldwide supplier in Marine and Pool products. It is a leader in inflatable boats, lifesaving equipments, commercial marine sanitation systems, and certain pool cleaners, pool heaters and other pool care products, with well-known brands.

Water Pik Technologies, Inc. ("Water Pik") is a leading developer, manufacturer and marketer of innovative pool products and personal health care products sold under the Jandy® and Water Pik® brand names. Water Pik was acquired by Carlyle (80%) and the Zodiac Group (20%) in April 2006.

The combination of Jandy Pool Products, Water Pik’s pool equipment operations, with Zodiac Marine Pool Care division would create a leading supplier of pool equipment with global operations. In the US, this union of two unique and innovative product quality and customer service franchises would result in the creation of a company with one of the most significant salesforces in the market.

In light of the progress made so far in the discussions, the Zodiac Group decided today, after consultation with its supervisory board, to continue the negotiations with Carlyle on an exclusive basis and to inform and consult its workers council.

The transfer of Zodiac Marine by Zodiac SA would be realized on the basis of an enterprise value in the amount of approximately €1,010 million. The value of Zodiac’s investment in the new entity would be around €90 million. Zodiac would use the proceeds of the transaction to finance acquisitions, reduce debt, and buy back shares.

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

"We are very satisfied with this proposed transaction, which would allow the Zodiac Group at the same time 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 of Carlyle said:

"We are delighted to continue the partnership formed with the Zodiac Group in 2006 for the acquisition of Water Pik. Zodiac Marine has an impressive track-record of profitable growth within its diversified global portfolio in marine and swimming pool related sectors and owns well known brands in these product categories. We are fully committed to supporting its strategy notably through acquisitions. In the pool equipment industry, the combination of Zodiac pool care operations and Jandy will be very complementary. We look forward to working with both management teams to make this combination a great success."

Jean-Marc Daillance, CEO of Zodiac Marine declared:

"We are thrilled to see the partnership initiated with Carlyle more than two years ago resulting in this announcement and welcome Carlyle as our potential new controlling shareholder. We share the same positive views on the future of Zodiac Marine 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 would be a great asset for Zodiac Marine. I look forward to working with Carlyle and Water Pik."

If Carlyle and the Zodiac Group enter into a definitive agreement, completion of the transaction will remain subject to a number of regulatory conditions and to the completion of a reorganization of Zodiac Marine’s corporate structure, and therefore should not occur before the end of the third quarter of 2007.

Carlyle is advised by Darrois Villey Maillot Brochier, Estin & Co, Accuracy, Landwell, Allen & Overy, Mayer Brown and Wachtell. The Zodiac Group is advised by Bredin Prat, Kilpatrick Stockton and CMS Bureau Francis Lefèbvre. ING will provide debt financing for the transaction.

About The Zodiac Group:
The Zodiac Group is an industrial company listed on the Paris Stock Exchange since 1983 with a market capitalization of €3.0 billion and sales of €2.3 billion for its fiscal year ended August 31, 2006. 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 72% of sales.

Zodiac Marine represented 21% of sales and 25% of the recurring operating income of the group over the financial year ended on August 31, 2006, as well as 15% of the debt of the group as of August 31, 2006. Zodiac Marine holds leadership positions in boats and pools in both the consumer and commercial segments. It includes 6 business sectors: Pool Care, Pools, Marine recreational boats, Marine Military/Professional boats and 2 Commercial marine equipment sectors: "SOLAS" and Environmental Solutions. Zodiac Marine 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. The Zodiac Group employs more than 16,000 people on all continents, including approximately 2,500 people with Zodiac Marine.

Visit www.zodiac.com for additional information.