Basel , 20 January 2011
Bell and Hilcona bundle their strengths in the fresh convenience sector Bell and Hilcona have decided to unite their respective activities in the fresh convenience sector under the umbrella of Hilcona AG. The cooperation is aimed at achieving a faster and more profitable growth rate in Switzerland and Europe. Within the scope of the agreement, Bell will transfer its Convenience business unit to the Hilcona Group and acquire a 49% share in Hilcona in return. Bell will acquire a further 2% of the capital in 4 years from now. Bell will transfer its activities in the Convenience sector to Hilcona within the scope of the planned transaction. In return, Bell will acquire a 49% share in Hilcona with an option to acquire an additional 2% in 2015. Bell will use the strategic participation to strengthen its established position in the fast-growing Fresh Convenience sector. In turn, Hilcona will become a full-range supplier in the Fresh Convenience sector and will further strengthen its activities in the sectors for frozen produce and canned foods. Hilcona will remain independent and will continue to serve food retailers, discounters, the impulse sector, food service and food industry in its domestic Swiss market and in neighbouring EU countries. The synergies arising from the merger will be utilised to further increase performance. The merger is subject to the approval of the Swiss Competition Commission (COMCO). Independent company with two shareholders The intention is to manage Hilcona as an independent company with two strong shareholders. The Board of Directors will consist of 3 members from Bell and 4 representatives of the Toni Hilti Family Trust. J端rgen Hilti will be recommended to the general assembly for the office of Chairman of the Board of Directors. The Hilti family will continue to influence the company's strategy and functional operations. The aim of the cooperation is to achieve sustainable growth by shaping the market with own and private labels. Hilcona is anticipating sales significantly above the CHF 400 million mark for 2011. There are plans to expand the existing plants. Hilcona is headquartered in Schaan and employs a workforce of around 1,300 at 3 production locations. The company will be managed by the current management of Hilcona AG and the current management of the Bell Convenience Ltd business unit under the leadership of CEO Gerhard Evers. There are no plans to cut back on personnel. The targeted growth will result in an increase in employee numbers. Comprehensive provider of fresh convenience products Hilcona achieved the best result in the company's history in 2010 and sees in the cooperation an opportunity to utilise new growth options and to strengthen and further expand its market position both in Switzerland and in Europe. The integration of Bell Convenience Ltd will see Hilcona become a comprehensive provider of fresh and ultra-fresh convenience foods in the product ranges for sandwiches, pizzas, pastas, salads, fresh meals, sauces, soups, muesli and other products. The positive development achieved by Bell Convenience in recent years has pushed the company to the limits of its capacity. It was therefore necessary to set a strategic course to enable further growth in the segment for fresh convenience food. A cooperation with Hilcona offers ideal preconditions in this regard.
page 1 of 3
Bundling resources will increase the range of products and services available to the customer through a single source. Merging the know-how of both convenience food specialists will result in further impulses in the areas of innovation and quality. Environment and market The market for fresh convenience food is characterised by two trends: on the one hand by a growing demand for fresh products such as sandwiches, salads, pasta, pizza, soups, sauces and vegetable products. On the other hand, market expansion, concentration and price pressure are causing rapid changes to the market and the balance of power in Europe's food retailing sector. Producers of fresh convenience foods are facing challenges to enhance their ability to perform and compete and to sustainably strengthen their position in the market in response to continuously increasing market demands. The signs of concentration and specialisation are clearly visible; Bell and Hilcona want to continue to play a major role in the segment for fresh convenience food in Switzerland and the EU and to grow faster than the market. Details of the planned transaction: Bell Convenience Ltd – business unit for fresh convenience food with 270 employees and a production plant in Schafisheim Hilcona AG – pioneer of freshness and convenience, 1,070 employees at 3 locations (Schaan, Orbe, Lupfig) Acquisition of Bell Convenience Ltd by Hilcona AG, Schaan FL Transfer of 49% of the shares in Hilcona AG from the "Toni Hilti Family Trust" to Bell Holding Ltd Board of Directors to consist of 3 representatives from Bell and 4 representatives of the "Toni Hilti Family Trust"; Jürgen Hilti as designated Chairman of the Board of Directors Transfer of an additional 2% of share capital to Bell at the start of 2015 Hilcona AG will be jointly managed by two strong shareholders Comprehensive mutual shareholder protection through contractual agreements Protection of Hilcona's independence and its location in Liechtenstein Retention of all facilities Transaction effective retrospectively per 1 January 2011 On condition of approval from COMCO
Details on Hilcona (after the planned transaction): Hilcona – comprehensive provider of fresh convenience food Product ranges: sandwiches, pasta, salads, fresh meals, pizzas, sauces, soups, potato and vegetable products and others Four locations: Schaan (headquarters), Schafisheim, Orbe, Lupfig Number of employees: around 1,300 in FL, CH, DE, FR, AT and NL Swiss market: customers from the fields of food retailing, discount retailer, convenience shops, food service and the food industry European market: focus on food retailers, discounters, food service and food industry in Germany, Austria and France Share of sales abroad: approx. 26% Anticipated sales for 2011: significantly above CHF 400 million.
page 2 of 3
About Bell Bell is the largest Swiss meat processing company. Its range of products includes meat, poultry, charcuterie, seafood and convenience products. Bell counts the retail and wholesale trade, food service sector and food processing industry among its customers. In Europe, the French Groupe Polette and the German companies ZIMBO and Abraham belong to Bell Group. More than 6,000 employees generated consolidated sales of CHF 2.58 billion in 2010. Bell is listed on the Swiss stock exchange. About Hilcona Hilcona developed from Switzerland's largest producer of conserves to a pioneer in the field of fresh convenience food in Switzerland and the neighbouring European countries. Hilcona serves all of the major channels for food retail and gastronomy in Switzerland and its neighbouring countries. Hilcona leads the field in the majority of its product segments. In Germany, Hilcona is the best known brand of fresh pasta.
For more information: Davide Elia Head of Marketing/Communication Bell Ltd Tel. +41 61 326 22 12 email@example.com Bell Ltd, Els채sserstrasse 174 CH-4056 Basel
Heinz Allenspach CFO Hilcona Tel. +41 58 895 93 40 firstname.lastname@example.org Hilcona AG, Bendererstrasse 21 FL-9494 Schaan
This media release can be accessed at http://www2.bell.ch/en/media/media-releases.aspx.
page 3 of 3