Marel to Acquire Stork Food Systems for EUR415m

28/11/07 Candover is set to acquire Stork for EUR1.5 billion. In addition, Stork and Marel have jointly announce that, as an integral and inseparable part of the Intended Offer, they have reached agreement on the sale and purchase of Stork Food Systems at a purchase price of EUR 415 mln on a cash and debt free basis. As soon as possible after the Intended Offer has been declared unconditional, the sale of Stork Food Systems to Marel will be implemented.

The sale of Stork Food Systems is an integral and inseparable part of Candover’s acquisition of Stork. In case the Intended Offer would not be made, or declared unconditional, the sale and purchase agreement relating to Stork Food Systems will terminate. In addition, customary conditions for this kind of transactions will apply. Amongst these will be Stork shareholders approval, regulatory approvals and Central Works Council advice being obtained. Stork will ask approval for the sale of Stork Food Systems from its shareholders at the extraordinary shareholders meeting that will be held in connection with the Intended Offer, when made.
 
Marel said that it supports the strategy of Stork Food Systems. The sale of Stork Food Systems as such is not expected to adversely affect the existing employment level and employment conditions of Stork Food Systems. Marel will respect all existing rights of the employees of Stork Food Systems. Marel has agreed that it will comply with the regulations with respect to the employee co-determination regulations (medezeggenschap), as well as the arrangements entered into by Stork and the unions, including the existing social plans and collective labour agreements, with respect to Stork Food Systems. In addition Marel will respect the existing obligations regarding pension rights of the employees of Stork Food Systems.
 
In accordance with the procedure agreed with the Central Works Council, Stork and Marel shall - as part of the advice process outlined above - have discussions with Stork's Central Works Council to obtain the Central Works Council's advice on the sale of Stork Food Systems. Marel will support, that in connection with this advice process, the undertakings set out above will be laid down in a covenant to be entered into with the Works Council of Stork Food Systems.