SLIGRO FOOD GROUP AND VEN TO MERGE
Sligro Food Group N.V., Veghel, and Ven Management en Beheer B.V. and Kuijper & Zoon B.V., the holding companies of Ven Groothandelcentrum B.V., Amsterdam, announce that they expect to reach agreement on the acquisition of Ven Groothandelcentrum B.V. and its subsidiaries by Sligro Food Group N.V.
Ven operates five Ven International Fresh Markets (in Diemen, Rotterdam, The Hague, Cuyk and Alkmaar), two Ven Wholesale Centres (in The Hague and Haarlem) and four Ven IJsland and Foodservice Centres (in Amsterdam, Naarden, Barendrecht and The Hague). Ven also has a 75% interest in Pébé Food, Almelo. Ven also produces high-quality meal components under the Maison Niels de Veye label. Ven's head office is in Diemen. All of Ven's wholesale activities are customer-centred and quality-driven, with the emphasis on fresh produce, combining attractive prices and an extensive product range for the professional market. The outlets have an average floor area of 6,000 m². With a staff of 950 full-time equivalents, Ven achieved a turnover of € 235 million, an operating result of € 4 million and a net profit of € 2 million in 2003.
Sligro Food Group, a quoted company, encompasses food retail and food service companies selling directly and indirectly to the entire Dutch market for food and beverages. Sligro Food Group aims to be a consistent quality company, achieving controlled growth in all its activities and for all its stakeholders. Turnover in 2003 amounted to € 1,356 million and net profit was almost € 45 million. The average number of full-time equivalent employees was 2,746.
In accordance with the Merger Code of the Social and Economic Council (SER), the trade unions and the SER have been informed of the proposed acquisition. The staff councils have been asked to give their recommendations. The transaction will also be reported to the Netherlands Competition Authority (NMa). The parties are aiming to complete the formalities in September 2004.
The acquisition of Ven by Sligro Food Group will have no effect on employment at either company and Ven's current management will remain with the company.
Sligro Food Group expects the acquisition to strengthen its second position in the Dutch food service market and give it the critical mass needed to remain competitive with its multinational rivals.
The purchase price of the shares will be € 36,5 million, of which around € 25 million is for goodwill. The transaction will be funded with existing credit facilities.
The acquisition will have an immediate positive impact on Sligro Food Group's net profit and earnings per share, both before and after amortisation of goodwill. Sligro Food Group expects to raise Ven's operating result as a percentage of turnover to the level achieved by its own food service activities within three years.
More information on the acquisition will be given at a press conference starting at 12:00 on Friday, 23 July 2004, at the offices of Ven Internationale Versmarkt, Weesperstraat 126 (Industrieterrein Verrijn Stuart), 1112 AP Diemen.
Veghel/Diemen, 23 July 2004
Sligro Food Group N.V.
A.J.L. Slippens
H.L. van Rozendaal
Tel. +31 413 343 500
Ven Management en Beheer B.V./Kuijper & Zoon B.V.
J.H.M. Ven
Tel. +31 20 398 88 88
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