Summary of YOUNG INNOVATIONS INC

Item1.01 Entry into a Material Definitive Agreement.

On December 3, 2012, Young Innovations, Inc., a Missouri corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Young Innovations Holdings LLC, a Delaware limited liability company ("Parent"), YI Acquisition Corp., a Missouri corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Linden Capital Partners. The Merger Agreement was unanimously approved by the Company's Board of Directors.

At the effective time of the Merger, each share of Company common stock issued and outstanding immediately prior to the effective time (other than shares (i) held by the Company in treasury, (ii) owned by Parent or Merger Sub or any of their respective affiliates, or (iii) held by shareholders who have exercised and not withdrawn a demand for appraisal rights under Missouri law) will be cancelled and converted automatically into the right to receive $39.50 in cash (the "Merger Consideration"), without interest and subject to any tax withholding.

Consummation of the Merger is subject to various closing conditions, including
(i) the adoption of the Merger Agreement by the holders of at least two-thirds (2/3) of the outstanding shares of the Company's common stock entitled to vote on the Merger (the "Requisite Stockholder Vote"), (ii) the absence of certain legal impediments, and (iii) the expiration or early termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Moreover, each party's obligation to consummate the Merger is subject to certain other conditions, including (i) the accuracy of the other party's representations and warranties contained in the Merger Agreement, except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Merger Agreement) and (ii) the other party's performance in all material respects of all obligations required to be performed by it under the Merger Agreement on or prior to the closing date. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the non-occurrence of any condition, circumstance, event, change, occurrence, state of facts or effect that has had or would reasonably be expected to have a Company Material Adverse Effect on the business, properties, assets, liabilities, results of operations or financial condition of the Company and its subsidiaries taken as a whole or prevents or materially impairs, interferes with, impedes or delays the ability of the Company to perform its obligations under, or to consummate the transactions contemplated by, the Merger Agreement (subject to various exceptions). Consummation of the Merger is not subject to a financing condition. If the Merger is not consummated by March 29, 2013, either party generally has the right to terminate the Merger Agreement.

Parent and Merger Sub have obtained equity and debt financing commitments for the transaction contemplated by the Merger Agreement. Subject to the terms and conditions set forth in the financing commitment, funds affiliated with Linden Capital Partners II LP (the "Sponsor") and other investors have committed to invest, directly or indirectly, at or immediately prior to the consummation of the Merger, an aggregate of $125,000,000 in Parent or Merger Sub, solely for the purpose of (i) funding the aggregate Merger Consideration and (ii) paying all related fees

and expenses pursuant to, and in accordance with, the Merger Agreement. The Sponsor has also agreed to guarantee certain obligations of Parent and Merger Sub under the Merger Agreement, on the terms and subject to the conditions set forth in a sponsor guarantee in favor of the Company, including the payment of any reverse termination fee and specified costs and expenses that may become payable by Parent.

In connection with the Merger, Madison Capital Funding LLC, Golub Capital LLC, on behalf of itself and/or one or more of its affiliates and Ares Capital Corporation (the "Senior Lenders") have committed to provide senior secured financing facilities in an aggregate amount of $140.0 million (the "Senior Debt Facilities") on the terms and conditions set forth in a debt commitment letter (the "Senior Debt Commitment Letter"). The Senior Debt Facilities will consist of a $130.0 million term loan facility and a $10.0 million revolving credit facility. In addition, Maranon Capital, L.P., Audax Mezzanine Fund III, L.P. and CFIG Polished Co-Invest SPV, LLC (the "Mezzanine Investors") have committed to provide a mezzanine financing facility in an aggregate amount consisting of $65.0 million of Senior Subordinated Notes (the "Mezzanine Facility") on the terms and conditions set forth in a debt commitment letter (the "Mezzanine Commitment Letter").

The aggregate proceeds from the equity and debt financing commitments are expected to be sufficient for Parent to finance the transactions contemplated by the Merger Agreement.

The commitments by the Senior Lenders to provide the Senior Debt Facilities and the Mezzanine Investors to provide the Mezzanine Facility will terminate on March 29, 2013 if the respective facilities have not closed on or before that date. The obligations of the Senior Lenders to provide debt financing under the Senior Debt Commitment Letter and of the Mezzanine Investors to provide debt financing under the Mezzanine Commitment Letter are subject to a number of conditions, including, without limitation, (1) consummation of the Merger on the terms and conditions set forth in the Merger Agreement absent any changes, amendments, waivers or other modifications that are materially adverse to the interests of agent or the Senior Lenders or the Mezzanine Investors, as applicable, (2) execution and delivery of financing documentation and other customary closing documents consistent with the terms and conditions of the applicable commitment letter, (3) in the case of the Senior Debt Facilities, a condition that the senior agent, for the benefit of itself and the Senior Lenders, shall have a valid perfected first priority security interest in certain collateral specified in the debt commitment letter and that the Company's existing indebtedness and all liens relating thereto shall be terminated, other than indebtedness permitted under the definitive loan documentation, (4) the accuracy of certain specified representations and warranties in the Merger Agreement with respect to the Company or made pursuant to the respective commitment letters, (5) since December 3, 2012, there shall not have occurred any "Company Material Adverse Effect" (as defined in and . . .

Item 8.01 Other Events.

On December 4, 2012, the Company issued a press release regarding the execution of the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

Cautionary Statement Regarding Forward-Looking Statements

We caution you that this document may contain disclosures that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the Company and the Merger. Forward-looking statements include statements in which we use words such as "expect," "believe," "anticipate," "intend," or similar expressions. These forward-looking statements are based upon information presently available to the Company's management and are inherently subjective, uncertain and subject to change, due to any number of risks and uncertainties. Factors that could cause events not to occur as expressed in the forward-looking statements in this document include, but are not limited to, uncertainties as to the timing of the Merger, including delays; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be instituted with respect to the Merger; and the inability to complete the Merger due to the failure to obtain the Requisite Stockholder Vote or the failure to satisfy other closing conditions, including the receipt of required regulatory approvals, as well as other risk factors detailed in the Company's Annual Report on Form 10-K filed with the SEC on March 15, 2012 under the captions "Forward Looking Statements" and "Risk Factors" and otherwise in the Company's reports and filings with the Securities and Exchange Commission.

Many of these factors are beyond the Company's ability to control or predict. You should not place undue reliance on any forward-looking statements, since those statements speak only as of the date that they are made. The Company assumes no obligation to update, revise or correct any forward-looking statements after the date of this document or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise, except as otherwise may be required by law.

Additional Information about the Merger and Where to Find It

This document may be deemed to be solicitation material with respect to the Merger. In connection with the Merger, the Company intends to file a preliminary proxy statement and file or furnish other relevant materials with the Securities and Exchange Commission, or the SEC. Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed to the shareholders of the Company. THE COMPANY'S INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS FILED OR FURNISHED WITH THE SEC, INCLUDING THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE MERGER. The proxy statement and other relevant materials (when they become available), and any and all documents filed or furnished by the Company with or to the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, the Company's investors and security holders may obtain free copies of the documents filed or furnished by the Company with or to the SEC by directing a written request to Young Innovations, Inc., Investor Relations, 500 North Michigan Avenue, Suite 2204, Chicago, Illinois 60611, (312) 644-6400.

Participants in the Solicitation

The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of the Company with respect to the special meeting of shareholders that will be held to consider the Merger. Information about those executive officers and directors of the Company and their ownership of the Company's common stock is set forth in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on April 5, 2012, and is supplemented by other public filings made, and to be made, with the SEC by the Company. Information regarding the direct and indirect interests of the Company, its executive officers and directors and other participants in the solicitation, which may, in some cases, be different from those of the Company's security holders generally, will be set forth in the proxy statement relating to the Merger when it becomes available.