Kahiki Foods to Enter into a Merger Agreement with Delabarta, Inc.

28/05/07 Kahiki Foods, Inc., Gahanna, Ohio, announced that it has entered into a definitive merger agreement with Delabarta, Inc., a Delaware corporation, and GTG Foods, Inc., an Ohio corporation and a subsidiary of Delabarta, Inc. Delabarta is a wholly-owned subsidiary of ABARTA, Inc., a privately-held Pennsylvania corporation.

Upon shareholder approval of the merger agreement and subject to the completion or waiver of the other conditions of the merger, GTG Foods, Inc. will be merged with and into Kahiki Foods, with Kahiki Foods continuing as the surviving corporation. Pursuant to the terms of the merger agreement, upon consummation of the merger, each outstanding preferred share will be converted into the right to receive $3.288 in cash, and each outstanding common share will be converted into the right to receive $2.163 in cash. 

Upon completion of the merger, Kahiki Foods will continue its operations as a privately-held company, with manufacturing operations remaining in Gahanna, Ohio. Alan Hoover, President & CEO of Kahiki Foods, stated, "This merger is a consummation of mutual values, culture, and strategic vision - the building blocks of a world-class business. ABARTA brings to us financial strength, operational excellence, and competitive muscle. We will continue to provide our customers with innovative, restaurant-quality Asian frozen foods." 

A special committee of disinterested directors of the Board of Directors of Kahiki Foods has unanimously recommended for approval, and, acting upon the Special Committee's recommendation, the Board has unanimously approved, entry into the merger agreement and the consummation of the merger. Shareholders owning approximately 55.6% of Kahiki Food's voting power have agreed to vote in favor of the merger. A special meeting of shareholders will be held on June 22, 2007 to consider and vote upon the merger. A proxy statement will be sent to shareholders on or about May 31, 2007.