Sale of Microlite S.A., the largest battery company in Brazil

Rayovac Group through ROV Holding Inc. has acquired the Brazilian company Microlite S.A., a Brazilian battery manufacturer owner of the Rayovac brand name in Brazil, from Varta AG, Interelectrica Administração e Participações Ltda. and Tabriza Brasil Empreendimentos Ltda. The deal was closed last May 28 and as a result of that, Rayovac now has worldwide rights to ?Rayovac? brand name.

Linklaters has advised Varta A.G on the sale of its majority stake in Microlite S.A., the largest battery company in Brazil, to Rayovac Corporation, a global consumer products company listed on the New York Stock Exchange.

Microlite, headquartered in Sao Paulo, already owns the Rayovac trademark in Brazil and as a result of the transaction, Rayovac now has worldwide rights to the brand name.

The transaction, which became public on 1 June 2004, was multi-jurisdictional, involving US, German and Brazilian law. Linklaters' team was led by Sao Paulo-based corporate partner, Christian Roschmann, and included corporate lawyers, Roberto Pary, Isabella Ries Joana Albuquerque, Daniel Grewe, Helena Silveira (all Sao Paulo), and Irene Skidan (New York). Gustavo Haddad and Bruno Carramaschi (both Sao Paulo) advised on tax law.

Other advisers included: Rolim Advogados Associados gave advice to Interelectrica Administração e Participações Ltda. through partner Antonio Carlos Rolim. Sutherland Asbill & Brennan LLP, gave US advise to Rayovac Corp. and ROV Holding, Inc. through partners Mark Kaufman and Bert Adams and associate David Zimmerman. Pinheiro Neto Advogados gave Brazilian advice to Rayovac Corp. and ROV Holding Inc. through partner Carlos Alberto Moreira Lima Jr., and associates Álvaro Santos and Daniela de Carvalho Monteiro. Barbosa, Müssnich & Aragão Advogados, by its partner Paulo Aragão and its associate Fabiana Peixoto de Mello gave Tabriza Brasil Empreendimentos Ltda. advice. Demarest & Almeida Advogados (Luiz Fernando Sant'Anna), who advised the target.

Rayovac Corp. in house advice was provided by James Thomas Lucke.