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Tyco To Aquire Paragon Trade Brands

Pembroke, Bermuda - 3 December 2001 - Tyco International, Ltd. (NYSE:TYC; LSE:TYI; BSX:TYC), a diversified manufacturing and services company, and Paragon Trade Brands, Inc. (OTC Bulletin Board: PGTR), a global supplier of infant disposable diapers and other absorbent personal care products, announced today that they have entered into a definitive agreement pursuant to which a subsidiary of Tyco will acquire Paragon in an all-cash transaction for $43.50 per share. Tyco will call all of Paragon's outstanding warrants in accordance with the terms of the warrants. Including the assumption of net debt and the call of the warrants, the transaction is valued at approximately $650 million.

Paragon manufactures a line of premium and economy diapers and training pants that are distributed throughout the United States and Canada primarily through grocery and food stores, mass merchandisers, warehouse clubs, toy stores and drug stores.

Tyco Healthcare currently manufactures and markets a range of absorbent personal care products. Tyco Healthcare President Rich Meelia stated: "Paragon is an outstanding addition to our growing portfolio of businesses both within the retail and clinical care markets. By adding Paragon, we believe that we will realize greater manufacturing and distribution efficiencies, which will result in greater value and service for our customers."

Michael Riordan, Chairman and CEO of Paragon added: " We believe that the size and strength of Tyco will allow our business to continue to grow to a degree even beyond what we have been able to accomplish."

This transaction concludes an evaluation of strategic alternatives announced in June 2001, by Paragon's majority shareholder, Wellspring Capital Management LLC. An investment group led by Wellspring purchased a majority interest in Paragon in January 2000.

The transaction is contingent upon customary regulatory review.