Darling International to acquire National By-Products

22/12/05 The United States, Darling International Inc. the largest publicly traded food processing by-products recycling company in the United States, today announced that its Board of Directors has unanimously approved a definitive purchase agreement to acquire National By-Products, LLC ("NBP"), a leading independent rendering company based in Des Moines, Iowa, for a combination of cash and stock valued at approximately $141 million, subject to certain purchase price adjustments.

Under the terms of the agreement, NBP unit holders will receive $70.5 million in cash and an amount of Darling common shares equal to 20 percent of the company's outstanding common shares on a fully diluted basis upon completion of the transaction. Based upon today's amount of outstanding Darling common shares of 65.3 million on a fully diluted basis, NBP unit holders would receive 16.3 million shares of Darling common stock at closing.

The addition of NBP's 42 facilities located throughout the Midwest will strengthen Darling's operational capabilities and diversify its raw material supply. NBP operates 14 large-scale production facilities which will complement Darling's existing Midwestern locations and provide a platform for additional growth of its Restaurant Services business. On a pro forma basis, the combined company had sales in excess of $500 million in fiscal year 2004. The combined company's nationwide network of facilities will have the scale, industry expertise and management talent to realize improved operating efficiencies and pursue new growth opportunities. As a result, Darling anticipates that the transaction will be accretive between a range of $0.04 and $0.06 per share, excluding synergies, based on its preliminary analysis.

In addition to the terms noted above, the purchase agreement also includes a provision for the conditional issuance of additional Darling shares to eligible NBP unit holders on the 13-month anniversary of the transaction closing if the dollar value of the stock component of the consideration is below $70.5 million, based upon the average closing price of Darling shares for the 90 calendar days prior to the anniversary date. Darling anticipates that the transaction, which is subject to customary closing conditions, including the expiration of the Hart-Scott-Rodino waiting period and approval by Darling stockholders and NBP unit holders, will be completed in first half of 2006.

Harris Nesbitt served as financial advisor and Weil, Gotshal & Manges LLP served as legal counsel to Darling.

Darling International Inc. is the largest publicly traded, food processing by-products recycling company in the United States. The Company recycles used restaurant cooking oil and by-products from the beef, pork and poultry processing industries into useable products such as tallow, feed-grade fats and meat and bone meal. These products are primarily sold to animal feed and oleo-chemical manufacturers around the world. In addition, the Company provides grease trap collection services and sells equipment to restaurants.

Founded in 1933, National By-Products is one of the nation's leading independent renderers. The company collects and recycles animal by-products and used cooking oil from livestock producers, meat packers, grocery stores and restaurants and sells its products nationally and internationally to manufacturers of chemicals, soap, cosmetics, plastics, lubricants, livestock and poultry feeds, pet foods and leather goods. The company, which is based in Des Moines, Iowa, operates a fleet of 450 trucks and has 750 employees at its facilities throughout the Midwest.

http://sev.prnewswire.com/food-beverages/20051220/NYTU06520122005-1.html