The board of directors of GOODY'S S.A. decides to propose to the General assembly its merger by absorption by DELTA HOLDING S.A.
GOODY'S S.A. participates in the creation of the largest food company in Greece, a house of leading food brands, with significant scale in the European market.
Following its assembly on the 17th of December 2005, the Board of Directors of GOODY'S S.A., announces, according to the provisions of L. 3371/2005 and ATHEX Regulations, that it approved, taking into account the data of the valuation of the merged companies and the strategic synergies, the respective proposal of DELTA HOLDINGS S.A. and decided to proceed with the proposal to the General Assemby of the Shareholders for its merger by absorption by DELTA HOLDING S.A.. The absorption of GOODY'S S.A. will take place at the same time with the absorption by DELTA HOLDING S.A. of the companies CHIPITA INTERNATIONAL S.A., DELTA DAIRY S.A. and GENERAL FROZEN FOODS S.A. ('Uncle Stathis), aiming to create the largest food company in Greece, a power-house of leading food brands, with significant scale in the European market. An organization, financially strong, wealthy in human resources, knowledge and infrastructure, with international experience, modern professional management and strong corporate governance foundations committed to continue and increase its being a positive force to the Greek economy and society. The top trademarks "GOODY'S" and "FLOCAFE" with leading presence in the catering and cafe sectors respectively, are even more strengthened in the framework of the combined company and continue to provide ultimate value to the customers, associates and businessmen that trust them. At the same meeting the Board of Directors of GOODY'S S.A. decided to propose as fair and reasonable the following exchange ratio of shares between companies: The shareholders of GOODY'S S.A. will exchange each GOODY'S S.A. share held today, with 1.05 newly issued shares from the share capital increase of DELTA HOLDINGS S.A. due to the mergers. According to the proposed share exchange ratio GOODY'S S.A. minority shareholders will hold approximately 7.4% shares in the combined company. It is noted that the calculation of the proposed exchange ratios, in view of the mergers, takes into consideration that the DELTA HOLDING S.A. convertible bonds will be converted into 3,926,046 newly issued common shares of the latter prior to publication of the Merger Agreement Plan. DELTA HOLDING S.A.'s current participation in GOODY?S S.A. share capital amounts to 71.05%. The total number of shares already held by DELTA HOLDING S.A. in the two companies will be cancelled due to the merger. The Board of Directors of GOODY'S S.A. has appointed the internationally acknowledged auditing firm KPMG, to issue a fairness opinion on the proposed merger share exchange ratio. The merger is subject to clearance from the Competition Commission and the necessary licensing and other approvals by the designated authorities as well as the General Assembly of Shareholders of GOODY'S S.A. The merger is expected to be completed by July 2006. Regarding the above announcement, a press conference will be held today at 11:30 at the Goudi Equestrian Center (Olympic Complex) at Goudi. A presentation to the financial and investment community will follow at the same place at 17:00.
Information regarding the merger is provided on www.brandco.info and on the dedicated toll-free shareholders helpline: 800 11 75 800.