KKR to Acquire FL Selenia SpA from Vestar Capital Partners

LONDON, NEW YORK, PARIS and MILAN (Monday November 14, 2005) - Kohlberg Kravis Roberts & Co. LP and Vestar Capital Partners announced today that they have signed a definitive agreement whereby KKR will acquire Italy-based FL Selenia SpA from Vestar Capital Partners in a transaction valued in excess of €835 million (US$1.0 billion) including the assumption of indebtedness. The transaction is subject to regulatory clearances and is expected to close prior to December 31, 2005.

Selenia, based near Turin, Italy, is the largest independent producer of branded automotive lubricants and other functional fluids in Europe. Its product range includes lubricants, anti-freeze, transmission and engine fluids for automobiles, trucks, tractors and earth moving equipment as well for marine and industrial applications. Founded in 1912 as a division of Fiat Auto, its well known brands include Selenia, Paraflu, VS, Ambra and Tutela. The company serves about 19,000 customers through its sales network and reaches over 150,000 consumers worldwide through its distributors including Blu Officina, Italy's largest independent network of automotive repair shops.

Selenia conducts its business worldwide and generates annual revenues in excess of €550 million.

In recent years, Selenia has extended its operations from its origins as an Italian lubricants producer to a truly global organization with operations throughout numerous countries in Europe, South America and the United States and has over 1,000 employees. Under CEO Aldino Bellazzini's leadership, Selenia acquired US based Viscosity Oil from Pennzoil-Quaker State in 2000 and in 2003 acquired Italy-based Rondine. Bellazzini has indicated that a third follow-on complementary acquisition in the European aftermarket industry is “imminent”.

Johannes Huth, Managing Director of KKR, commented, “Selenia is an outstanding company that offers great opportunities to expand in the automotive aftermarket sector on a global basis. We intend to support Aldino Bellazzini's strategy to grow the business both organically and through acquisitions in Europe, Asia and the Americas, as the Company's growth plans are aligned with our firm's substantial capital resources, long-term investing horizon, and global reach.”

Selenia's Bellazzini commented, “I am particularly proud of our company, its employees and the achievements that the organization has made as an independent company over these past years. We have had an outstanding partnership with Vestar and are convinced that KKR will be an equally powerful shareholder and supporter of our company.”

He added, “Our entire management team will remain in place and continue as enthusiastic shareholders in the company. The transaction will be absolutely seamless for our customers, suppliers and business partners -- it will remain business as usual.”

Robert Rosner, President of Vestar Capital Partners Europe and a founding partner of the firm said, “This is a great outcome for the Selenia management team, Vestar and our investors, a wonderful passing of the baton to a world class investment organization in KKR, and a success story for Selenia”.

Paris-based Rosner, a 21-year veteran of the Vestar team also served as chairman of FL Selenia SpA. He added that Vestar remains a “big believer” in the company and will retain an ongoing economic interest in the business.

KKR will finance the acquisition with debt facilities fully underwritten by Mizuho Corporate Bank and HVB. Legal advisors to Vestar Capital Partners were Gianni Origoni Grippo & Partners and Kirkland and Ellis. Legal advisors to KKR were Bonelli Erede Pappalardo and Simpson Thacher & Bartlett.

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. The maintenance of 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, that 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 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.

About KKR:

Kohlberg Kravis Roberts & Co. (KKR) is one of the world's oldest and most experienced private equity firms specializing in management buyouts. Founded in 1976, it has offices in New York, Menlo Park, California, London, Paris and Hong Kong. Over the past twenty-nine years, KKR has invested in more than 130 transactions with a total value of US$162 billion. KKR made its first investment in Europe in 1996, and in aggregate has invested US$4.8 billion of equity in 17 European companies through a wide range of transactions. These include the largest leveraged buyouts to date in the Netherlands and France, a market-leading eight investments in Germany, and nine European transactions with a value of over US$1 billion. KKR's European investments include Newsquest, Willis Group, Wincor Nixdorf, Legrand, Royal Vendex, ATU and MTU, among others. KKR has had a successful history of investing in the automotive aftermarket with such companies as Autozone, the US listed auto parts retailer. It currently owns ATU, Germany's leading operator of automotive retail stores and repair shops. FL Selenia is its first acquisition in Italy. More information about KKR is available at: www.kkr.com

About Vestar Capital Partners:

Vestar Capital Partners is a leading private equity firm specializing in management buyouts, growth capital investments and recapitalizations. Vestar's investment strategy is targeted towards middle-market companies in the U.S. and Europe with valuations in the €100 million to €2 billion range. Since the firm's founding in 1988, Vestar has completed over 50 investments in the U.S. and Europe in companies with a total value of approximately US$17 billion. These companies have varied in size and geography and span a broad range of industries. The firm's strategy is to invest behind management teams, family owners, or corporations in a creative, flexible and entrepreneurial way with the overriding goal to build long-term franchise value. Vestar currently manages funds totalling approximately US$7 billion and has offices in New York City, Denver, Boston, Paris and Milan. More information about Vestar is available at: www.vestarcapital.com

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