Sunair Completes Acquisition of Middleton Pest Control

FORT LAUDERDALE, Fla. – Sunair Electronics today announced through its wholly owned subsidiary Sunair Southeast Pest Holdings (SPH), that the company has completed the acquisition of Middleton Lawn & Pest Control for $50 million in cash, a promissory note and stock.

Middleton’s pest control and lawn care operation that Sunair acquired extends throughout Central Florida and Florida’s northern east coast and operates through a network of 22 branches, from which Middleton serves more than 68,000 accounts.

Pest Control Technology (PCT) magazine’s 2005 Top 100 list, published by GIE Media in May, ranked Middleton the 20th largest pest control business in the United States, as measured by 2004 revenue. PCT also ranked Middleton as the third largest company by the same metrics in Florida.

Additionally, Lawn & Landscape magazine, also published by GIE Media, ranked Middleton 75th in its annual annual Top 100 list of the largest lawn and landscape providers, published in October 2004. Lawn & Landscape expects the company’s rank to jump in its upcoming Top 100 list, due to Middleton’s increased 2004 revenue in lawn care services. According to PCT's interview with Middleton President and CEO Greg Clendenin, Middleton's business is currently more than 50-percent termite and pest control.

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In conjunction with the acquisition, Clendenin will join Sunair’s executive management team as CEO for SPH and continue to lead SPH's expansion through internal growth and acquisition in the southeastern United States. Clendenin has been with Middleton since 1979, serving as President and CEO of Middleton since 1996. Clendenin also has held positions as vice president of operations for Sears Authorized Termite and Pest Control, and as a member of the board of directors of All America Termite and Pest Control. Clendenin received his MBA from the Crummer Graduate School of Business at Rollins College. He also received the PCT National Leadership Award in 2003.

In addition, C.P. (Chuck) Steinmetz will join Sunair’s Board of Directors. Steinmetz has been a leader in the pest control industry for more 40 years, serving in various capacities with Orkin Exterminating Co., Truly Nolen, and later leading the build-up and sale of All America Termite and Pest Control, which at the time of sale was the largest privately owned pest control company in the United States. Steinmetz has owned Middleton since 1977, and following the sale of All America in 1997, was involved in Middleton’s growth from April 1998 to June 2005. Steinmetz has received several awards and distinctions during his career including being named Entrepreneur of the Year in 1992 by Inc. magazine for the Southeast service category, PCT Professional of the Year in 1996, and he received the 2002 Pioneer Award from the Florida Pest Management Association for service to the Pest Control Industry.

SPH financed this acquisition through available cash, a promissory note, Sunair common stock and a $20 million senior secured revolving credit facility provided by Wachovia Bank, N.A.

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"The acquisition of Middleton marks the entry of Sunair into the structural pest control and lawn care services industry,” said Richard Rochon, chairman of Sunair. “We believe that the acquisition of Middleton makes Sunair a market share leader in the pest control and lawn care services industries in the Southeastern United States. Our new business will serve as the platform from which we will seek to expand throughout the country. We are very excited to welcome Chuck Steinmetz, Greg Clendenin and the Middleton team in joining Sunair. We believe their remarkable track record and distinguished 60 years of industry leadership will be a significant asset as we grow internally and through acquisition.”

Clendenin said, “Joining the Sunair team is the beginning of another great era for our company. We have consciously built Middleton and our company’s systems over the last several years to be able to expand into one of the largest companies in our industry’s history. Being part of Sunair gives the great Middleton brand new opportunities to accomplish this goal at a higher level and to maintain the quality of our service at and above the levels we have delivered in the past. I look forward with more excitement than ever in leading this new expansion. We look forward to working with other industry leaders who share our philosophy and vision for this organization.”