Chipita to merge with Delta Holdings
The transaction will enhance CHIPITA INTERNATIONAL’s prospects for growth and international expansion for the benefit of its shareholders.
20/12/05 Following its meeting on December 16,2005, the Board of Directors of CHIPITA INTERNATIOAL S.A., and has resolved to propose, to its General Assembly of Shareholders, its merger by absorption by DELTA HOLDING S.A.
The absorption of CHIPITA INTERNATIONAL S.A. will take place in parallel with the absorption of Delta Dairies S.A., GOODY’S S.A. and GENERAL FROZEN FOODS S.A. - “Uncle Stathis S.A.” by DELTA HOLDING S.A. and the sale by the latter of its total participation in DELTA ICE CREAM with the aim of creating the largest company in the food sector in Greece, concentrating major food brands, with significant scale in the European market. An organization that is wealthy in human resources, knowledge capital and infrastructure, with international experience, modern professional management and strong corporate governance foundations committed to continue and increase its positive contribution to the Greek economy and society.
The transaction will enhance CHIPITA INTERNATIONAL’s prospects for growth and international expansion for the benefit of its shareholders.
During the same meeting, the Board of Directors of CHIPITA INTERNATIONAL S.A. resolved to propose the following, deemed fair and equitable, exchange ratio:
The shareholders of CHIPITA INTERNATIONAL S.A. will exchange each CHIPITA INTERNATIONAL S.A. share held today, with 0.33 newly issued shares from the share capital increase of DELTA HOLDING S.A. due to the mergers. According to the proposed share exchange ratio, CHIPITA INTERNATIONAL S.A. shareholders will hold approximately 24% share in the combined company.
It should be noted that the calculation of the proposed exchange ratios, in view of the mergers, takes into consideration that the total DELTA HOLDING S.A. outstanding convertible bonds will be converted into 3,926,046 newly issued common shares of the latter prior to execution of the Draft Merger Agreement.
The Board of Directors of CHIPITA INTERNATIONAL S.A. has appointed the internationally recognized auditing firm of KPMG to issue a fairness opinion on the proposed merger share exchange ratio.
The merger is subject to clearance from the Competition Commission and the necessary consents and other approvals by the competent authorities and the General Assembly of Shareholders of CHIPITA INTERNATIONAL S.A. The merger is expected to be completed by July 2006.
