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Acceptance period for the public offer to the minority shareholders of Stollwerck AG has expired

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October 24, 2002
Overview

• The public offer expired on October 17, 2002, 12:00 hours (CEST)
• An additional 2.56% of share capital acquired through the public offer
• Barry Callebaut now owns 98.66% of share capital
• Squeeze-out for the remaining 1.34% of share capital initiated
• Stollwerck shares will subsequently be delisted

Zurich/Switzerland, October 24, 2002 – Following the expiration of the acceptance period for the mandatory public offer to the minority shareholders of Stollwerck AG, Barry Callebaut AG now owns 98.66% of Stollwerck AG’s share capital and voting rights through its German subsidiary Van Houten Beteiligungs AG & Co. KG. 20,427 shares were acquired under the provisions of the mandatory public offer. Another 31 shares were acquired at the same price outside of the offer. The total of 20,458 shares acquired represent approximately 2.56% of Stollwerck AG’s total share capital and voting rights. The bidder already owned 96.10% of Stollwerck when the public offer commenced.

As part of the Stollwerck AG acquisition, Van Houten Beteiligungs AG & Co. KG made a mandatory public offer of EUR 295.00 per Stollwerck share to the minority shareholders. Its offer was valid from September 17 to October 17, 2002.

In accordance with German law, Barry Callebaut intends to squeeze out of the company the remaining minority shareholders in return for appropriate cash compensation. This will be carried out at an extraordinary general meeting of Stollwerck AG provisionally scheduled for January 2003. The amount of the cash compensation will be announced together with the invitation to the general meeting. Stollwerck AG shares are listed on the stock exchanges in Düsseldorf, Frankfurt, Berlin and Hamburg.

Stollwerck shares will be delisted once all minority shareholders are bought out.

For further information:

Media:

Gaby Tschofen
Head of Corp. Communications & Marketing
Barry Callebaut AG
Tel. +41 1 388 61 60
Fax +41 1 388 61 53

Analysts and investors:

Ralph Schmitz-Dräger
Chief Financial Officer
Barry Callebaut AG
Tel. +41 1 388 61 42
Fax +41 1 388 61 53

 

Barry Callebaut AG

Annual sales of CHF 2.5 billion in fiscal year 2000/01 make Barry Callebaut the world’s leading manufacturer of high-quality cocoa and chocolate products. The company processes 14% of the global cocoa harvest, operates 24 production facilities in 16 countries and employs about 5,000 people. The company is divided into the four strategic business areas Cocoa & Sourcing (Risk Management, Sourcing & Semi-Finished Products), Food Manufacturers (Chocolate for Industrial Clients), Food Service (Gourmet & Specialties) and Consumer Products in select niches and distribution channels.

Its clients range from industrial processors, such as the world famous branded consumer goods manufacturers who produce chocolate, confectionery, biscuits, dairy products, ice cream and breakfast cereals incorporating its products, to artisanal users, including hotels, gastronomy, chocolate makers, pastry chefs and bakers, to partners in the food retailing industry to whom Barry Callebaut offers customer label products. Barry Callebaut also provides a comprehensive range of services in the fields of product development, processing, training and marketing.

The holding company, Barry Callebaut AG, has been listed on the SWX Swiss Exchange since June 1998 (ticker symbol BARN). The fully paid-up share capital amounts to CHF 517 million, divided into registered shares with a nominal value of CHF 100 each.

The fiscal year 2001/02 ended on August 31, 2002. The annual results media conference will be held on November 12, 2002 in Zurich.

www.barry-callebaut.com

Stollwerck AG

The Stollwerck Group, a leading confectionery company in Germany with a long history going back to 1839, generated sales of approximately EUR 750 million in fiscal 2001 and has around 5,000 employees. Approximately three fifths of its sales were generated in Germany, which makes Stollwerck a major player in Europe’s largest market. The remaining 40% of sales were generated in Eastern Europe and other export markets across the world. Stollwerck’s Eastern European activities and Susi specialty shops have been sold in the meantime.

The activities of Stollwerck AG acquired by Barry Callebaut AG generated sales of approximately CHF 774 million or EUR 530 million in fiscal 2001 and include eight production facilities with some 2,500 employees located in Germany, Belgium and Switzerland. Stollwerck’s strengths lie in its range of well-recognized, well-established brands in the middle and premium market segments, which it has consistently and successfully marketed and refined. This underscores the company’s skills as a full-range supplier with regard to price category, market segment and consumer needs.

Stollwerck AG shares are traded on the Düsseldorf, Frankfurt, Berlin and Hamburg Stock Exchanges.

www.stollwerck.de