Athens News Agency: News in English, 05-12-19

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From: The Athens News Agency at <http://www.ana.gr/>

CONTENTS

[01] Delta to absorb Chipita, creating largest Greek food firm

[01] Delta to absorb Chipita, creating largest Greek food firm

Each firm's board of directors decided on 16, 17 and 18 of December 2005 to propose to their general assemblies of shareholders a merger by absorption by Athens-quoted Delta Holding.

?This landmark unification of Delta Holding, and its subsidiaries, with Chipita creates a power-house of leading food brands and is beneficial to all our shareholders and stakeholders. We are combining our capabilities into an organisation which is rich in human resources, knowledge capital and infrastructure, with international experience, modern professional management and strong corporate governance foundations. " Dimitris Daskalopoulos, Chairman of the Board of Directors of Delta Holding, said in a statement on Monday.

"We are becoming financial stronger and achieving noteworthy scale. Now we can be more ambitious - for growth and results,? Daskalopoulos noted.

Under a share exchange ratio that will be put to an AGM, Athens-quoted Chipita shareholders will hold approximately 24% of shares in the combined company. Goody's minority shareholders are to own about 7.4%, and General Frozen Foods 1.8%.

Delta Holding's convertible bonds will become 3,926,046 newly issued common shares prior to execution of the draft merger agreement.

Independent advisors are auditors KPMG and Grant Thornton, along with Eurobank, National Bank of Greece and Investment Bank as consultants in the merger.

Subject to clearance from regulatory authorities, the merger is due for completion by July 2006, the statement said.

Sale of Delta Ice Cream to Nestle Hellas

Delta Holding said that is had signed an agreement, subject to approval by regulatory authorities, to sell its 96.53% holding in Delta Ice Cream S.A., which operates in Bulgaria, Romania, Serbia, Montenegro and other markets of the former Yugoslavia for an enterprise value of ⬠240 million including total debt.

Delta Ice Cream had a consolidated annual turnover of â¬123 million in 2004 and holds the leading position in its sector in the Balkans, the statement said.

The final share price will be set immediately before the closing date based on the deduction of total debt from business valuation. Indicatively and based on debt levels as of the 30th of September 2005, the per share offer price will be calculated at â¬6.22. The transaction is due for completion by spring 2006, the company added.

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