Unilever and Bestfoods announced today that the waiting period under the U.S. Hart-Scott-Rodino Act has expired for their proposed merger pursuant to which Unilever has agreed to acquire all outstanding shares of Bestfoods for $73 per share in cash. The waiting period under the Hart-Scott-Rodino Act refers to the time, after the parties to a merger have filed notification forms, during which they are not allowed to complete the proposed transaction.
The proposed merger remains subject to certain other conditions including the receipt of requisite approval from the EU Commission as well as the approval of the proposed transaction by the shareholders of Bestfoods, Unilever N.V. and Unilever PLC. The Bestfoods and Unilever shareholders meetings are scheduled to occur on October 2, 2000. Negotiations are continuing with the EU Commission in accordance with the anticipated timetable. A decision is expected by the end of September.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are naturally subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein. The forward-looking statements contained herein include statements about completion of the pending acquisition of Bestfoods by Unilever. Factors that could cause actual results to differ materially from those described herein include: the inability to obtain necessary antitrust approvals and actions of the U.S., foreign and local governments. More detailed information about these factors is set forth in the reports filed by Bestfoods and furnished by Unilever with the Securities and Exchange Commission. Neither Unilever nor Bestfoods is under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. In connection with the merger, Bestfoods has filed a definitive proxy statement with the Securities and Exchange Commission and mailed copies of this definitive proxy statement to Bestfoods security holders.
SECURITY HOLDERS OF BESTFOODS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING THE MERGER. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Bestfoods with, and furnished by Unilever to, the Securities and Exchange Commission in connection with the merger at the Securities and Exchange Commission’s web-site at www.sec.gov. Security holders of Bestfoods may also obtain for free a copy of the proxy statement and other documents filed with the Securities and Exchange Commission by Bestfoods in connection with the merger by contacting Rainer H. Mimberg, Investor Relations, +1 201 894 2837. Security holders of Bestfoods may also obtain for free copies of documents furnished to the Securities and Exchange Commission by Unilever in connection with the merger by contacting Howard Green, Investor Relations, +44 207 822 6824.
UNILEVER BACKGROUND: Unilever is one of the world’s largest consumer products companies with sales in excess of $45 billion. It produces and markets a wide range of foods, home and personal care products. Unilever operates in 88 countries around the globe and employs 255,000 people.
In the United States, Unilever sales exceeded $8 billion in 1999. It employs 22,000 people and has 72 offices and manufacturing sites in 24 states. Two of Unilever’s 12 global Business Groups are headquartered in the United States. Some of their major products are: Foods – North America: Lipton teas, soups, recipe products and side dishes; Wish-Bone salad dressings; Lawry’s seasonings and specialty sauces; Imperial, Promise, Country Crock, “I Can’t Believe It’s Not Butter!”, Brummel & Brown spreads and sprays; Ragu pasta and pizza sauces; Five Brothers premium pasta sauces; Klondike, Good-Humor, Popsicle, Breyers and Ben & Jerry’s ice cream products, Gorton’s frozen seafood products and Slim-Fast nutritional and health snack products. Unilever Home and Personal Care – North America: Wisk, “all” and Surf laundry detergents; Snuggle and Final Touch fabric softeners; Sunlight dish detergents; Lever 2000, Caress, Dove and Shield bar soaps; Pond’s and Vaseline skin care products; Q-tips cotton swabs and cotton balls; Mentadent, Aim, Close-up and Pepsodent oral care products; Degree, Suave and Brut deodorant/toiletry products; Finesse, Salon Selectives, Suave, ThermaSilk, Aqua Net and Rave hair care products; and Calvin Klein and Elizabeth Arden cosmetic and fragrance products. In addition, DiverseyLever, a global professional cleaning business, operates in North America, supplying professional cleaning materials and services to institutional and industrial markets.
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