Greenyard NV — M&A Activity 2013

Mar 18, 2013

Press release

Pinguin NV signs a letter of intent with a view of acquiring four real estate companies held by Union Fermière Morbihannaise SCA

Letter of intent with UFM

The Belgian company Pinguin NV (VAT BE 0402.777.157) has signed a letter of intent with the company under French law Union Fermière Morbihannaise SCA (UFM) with respect to the acquisition of four real estate companies, currently held 90% by UFM and 10% by Pinguin NV, but all of whose properties have already been leased since 2011 to Pinguin NV, which conducts a part of its activities there.

The letter of intent consists of a principle agreement on the planned acquisition, which is subject to the fulfilment of a number of customary conditions precedent, including a 'Due Diligence', the approval of the banks of Pinguin NV, the closing of the sale of the Lutosa division to McCain Foods (see the press release of 19 October 2012) and the finalising of the required legal and financial documentation between the parties.

Provided that all of these conditions precedent are fulfilled, a share purchase agreement will then be concluded between UFM and Pinguin NV for the acquisition of the majority of the shares of the companies Vallée de la Lys SAS and Moréac Surgelés SAS in France (UFM retaining 34% of its shareholdership) as well as for the acquisition of all the shares of the company D´Aucy Polska in Poland and the company Bajaj Hutoipari in Hungary.

The parties agreed in the letter of intent that the price payable by the company Pinguin NV for the acquisition of the shares will be determined in function of the amount of the revalued equity of the target companies on the 31st of March 2013 and that the transaction should be concluded by the end of the summer 2013.

It's of strategic importance for Pinguin NV to obtain the control over its production facilities when there is a possibility to do so.

Pinguin NV will provide additional information on the transaction as well as on its impact on the balance sheet and the activities of the group once the share purchase agreement has been signed.

Regulated information

Status of the sale of the Lutosa division to McCain

The sale of the Lutosa division to McCain is currently being examinated by the European competition authorities. Both parties have the intention to finalize the transaction during the coming months, as soon as the approval of the competition authorities will have been obtained.

Financial calendar

- Announcement of annual results 2012-2013	17 May 2013 (17:45 hrs)
- Availability of annual report 2012-2013:	24 July 2013 (17:45 hrs)
- Trading update Q1 2013-2014:	24 July 2013 (17:45 hrs)
- General Meeting:	20 September 2013 at 14:00 hrs at
	Langemark, Poelkapellestraat 71
- Trading update Q3 2013-2014:	22 November 2013 (17u45)
For additional information, please contact PinguinLutosa:

Mrs. Marleen Vaesen, CEO: Tel : +32 (0)56/62.27.86

M. Steven D'haene, CFO: Mobile : +32 (0)476/50.99.10 Tel : +32 (0)56/62.27.41

PinguinLutosa in a nutshell

The PinguinLutosa Group (www.pinguinlutosa.com) is active predominantly in three segments, deep-frozen vegetables, potatoes and canned goods. Within the deep-frozen vegetable segment, the production of deep-frozen culinary vegetable preparations and dishes ('convenience') forms an extension of the basic activity whereas within the canning segment the preparation of ready-to-eat food such as soups, sauces, dips and pasta dishes constitutes a broadening of the basic activity (processing of harvest-fresh fruit and vegetables). Apart from the production and sales of deep-frozen potato products (chips and specialties), the Group also produces chilled pre-fried chips and potato flakes. The Group has 17 production sites in six different countries (Belgium, France, United Kingdom, Poland, Germany and Hungary) and 19 subsidiaries and sales offices on five continents.

In the accounting period ending as per 31 March 2012 PinguinLutosa realised €832.8 million of sales. The Group is entirely dedicated to all customer segmentations: food industry, catering as well as large and medium commercial outlets and fast food. The Group maintains its own R&D centre for product and process innovation.