SOURCE: Royal Numico NV

August 20, 2007 01:37 ET

Numico: Publication Offer Memorandum

SCHIPHOL AIRPORT, NETHERLANDS--(Marketwire - August 20, 2007) -



RECOMMENDED CASH OFFER OF EUR 55.00 PER NUMICO SHARE

OFFER MEMORANDUM AVAILABLE

This is a joint press release of Groupe Danone S.A. ("Danone") and Royal Numico N.V. ("Numico") in connection with the recommended public offer by Danone for all outstanding ordinary shares in the share capital of Numico. This announcement and related materials do not constitute an offer to purchase nor a solicitation of an offer to sell shares. Any offer will be made only by means of the Offer Memorandum as defined below. Nowhere outside the Netherlands any actions have been taken (nor will any actions be taken) to make a public offer possible in any jurisdiction in which actions would be required to that effect. Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia, Italy and Japan.

Schiphol and Paris, 20 August 2007

With reference to the press releases dated 9 July 2007 and 8 August 2007, Danone and Numico announce that Danone is making a recommended public offer (the "Offer") for all the ordinary shares in the share capital of Numico, with a nominal value of EUR 0.25 each, issued and outstanding on the Settlement Date (the "Shares", holders of such Shares being referred to as "Shareholders").

Highlights

  * The Offer is an offer in cash on all Shares against an offer
    price of EUR  55,00 per Share.
  * Numico's Supervisory Board and Executive Board fully support the
    Offer and unanimously recommend that the Shareholders accept the
    Offer and tender their Shares pursuant to the Offer.
  * Numico's central works council has rendered a positive advice
    with regard to the Offer.
  * A condition to the Offer is that at least 66.67% of the aggregate
    of Numico's issued share capital has been tendered under the
    Offer as set out in the Offer Memorandum.
  * The acceptance period under the Offer commences at 9:00 hours CET
    on 21 August 2007 and expires at 15:00 hours CET on 31 October
    2007, unless extended.
  * Numico will convene an extraordinary general meeting of
    shareholders on 26 September 2007 during which the Offer will be
    discussed.

The Offer

Danone is making a cash offer for all of the Shares on the terms and subject to the conditions and restrictions as described in the offer memorandum dated 20 August 2007 (the "Offer Memorandum"). The Offer Memorandum will be available as of 20 August 2007, as described below. Shareholders tendering their Shares under the Offer will be paid, on the terms and subject to the conditions and restrictions as described in the Offer Memorandum, in consideration of each Share validly tendered (or defectively tendered provided that such defect has been waived by Danone) and transferred (geleverd) a cash amount of EUR 55.00 (the "Offer Price"). In the event that between 9 July 2007 and the Settlement Date any dividends or other distributions are declared in respect of the Shares, the Offer Price per Share will be decreased by an amount per Share equivalent to any such dividend or other distribution per Share.

Recommendation

The Supervisory Board and the Executive Board of Numico - having received legal and financial advice and having given due and careful consideration to the strategic, financial and social aspects of the Offer - have unanimously reached the conclusion that the Offer is reasonable and fair and in the best interests of Numico, the Shareholders and other stakeholders in Numico. Numico's Boards therefore fully support the Offer and unanimously recommend that the Shareholders accept the Offer and tender their Shares pursuant to the Offer.

Central works council Numico

The central works council of Numico has rendered a positive advice with regard to the Offer. In rendering its positive advice, the central works council has given consideration to Danone's undertakings relating to the social aspects of the intended transaction.

Extraordinary general meeting of shareholders

The Offer will be discussed during an extraordinary general meeting of Shareholders which will be held on 26 September 2007, at 15:00 hours CET at the Sheraton Amsterdam Airport Hotel & Conference Center, Schiphol Boulevard 101, Amsterdam (Schiphol Airport), the Netherlands, in accordance with the provisions of article 9q Bte 1995. The extraordinary general meeting of shareholders will be convened in accordance with Numico's articles of association. The required information for Shareholders, as referred to in article 9q Bte 1995, is included in the Offer Memorandum.

Existing shareholdings of Danone

As of the date of the Offer Memorandum, Danone holds 29.54% of the Shares which it has acquired after the initial announcement of the proposed Offer.

Acceptance Period

The acceptance period (the "Acceptance Period") under the Offer commences at 9:00 hours CET, on 21 August 2007 and expires at 15:00 hours CET on 31 October 2007 (the "Acceptance Closing Date"), unless extended. Shares tendered on, or prior to, the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during an extension of the Acceptance Period in accordance with the provisions of article 9o paragraph 5 of the Bte 1995. Danone reserves the right to extend the Acceptance Period. If the Acceptance Period is extended, Danone will make an announcement to that effect within three Euronext trading days following the Acceptance Closing Date, in accordance with the provisions of article 9o paragraph 5 of the Bte 1995.

Declaring the Offer unconditional; Offer conditions

Within five Euronext trading days following the Acceptance Closing Date, Danone will announce whether the Offer is declared unconditional in accordance with article 9t paragraph 4 Bte 1995 (the "Unconditional Date"). The Offer shall be subject to the fulfilment of certain conditions as set out in the Offer Memorandum under the section 'Offer Conditions' including, but not limited to, the offer condition that at least 66.67% of the aggregate of the Company's issued share capital has been tendered under the Offer as set out in the Offer Memorandum. In the event that one or more offer conditions is not fulfilled, Danone has the right to waive such conditions in accordance with the relevant provisions of the Offer.

Post-acceptance period

In the event that Danone announces that the Offer is declared unconditional (gestand wordt gedaan), Danone has the right to continue the Offer by way of a post-acceptance period (na- aanmeldingstermijn) of fifteen business days and accept for payment each Share that is validly tendered (or defectively tendered provided that such defect has been waived by Danone) within such post-acceptance period. During the post-acceptance period, no Shareholder will have the right to withdraw any tender of Shares.

Acceptance

Shareholders who hold their Shares through an admitted institution are requested to make their acceptance known in accordance with the terms and subject to the conditions and restrictions of the Offer via their bank or stockbroker to ING Wholesale Banking Securities Services, Paying Agency Services, Van Heenvlietlaan 220, 1083 CN Amsterdam, The Netherlands, location code BV 06.01, F +31 20 7979 607 (the "Exchange Agent") no later than the Acceptance Closing Date. The bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the bank or stockbroker to communicate their acceptance to the Exchange Agent in a timely manner.

In tendering the acceptance, the admitted institutions are required to declare that (i) they have the tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Shares tendered by him or her are being tendered in compliance with the restrictions set out in Section 1 (Restrictions and Important Information) of the Offer Memorandum and (iii) they undertake to transfer these Shares to Danone prior to or ultimately on the Settlement Date, provided that the Offer has been declared unconditional.

Shareholders who are individually recorded in their name in Numico's shareholders register and holders of depository receipts for shares in physical form (K-stukken) wishing to accept the Offer in respect of the Shares are referred to the Offer Memorandum for further instructions.

Settlement

In the event that Danone announces that the Offer is declared unconditional, the Shareholders who have tendered and delivered their Shares for acceptance pursuant to the Offer will receive - within five business days following the Unconditional Date (the "Settlement Date") - the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by Danone) and delivered.

Delisting of Shares and squeeze-out measures

Should the Offer be declared unconditional, it is intended that Numico's listing on Euronext Amsterdam will be terminated as soon as possible after consultation with Euronext Amsterdam and in accordance with the applicable listing rules. Furthermore, also dependent on the number of Shares obtained by Danone as a result of the Offer, Danone expects to initiate a squeeze-out procedure as referred to in article 2:92a of the Dutch Civil Code in order to acquire all Shares held by minority shareholders or to take other steps to terminate the listing and/or to acquire all Shares that were not tendered under the Offer including, among other measures, effecting a legal merger and/or demerger and/or entering into an asset sale transaction.

Announcements

Announcements contemplated by the Offer will be issued by press release or public announcement and will be published in at least Het Financieele Dagblad and the Daily Official List as appropriate.

No publication Q3 2007 results

Given the expected timetable, Numico does not intend to prepare nor to publish its results for the third quarter 2007.

Offer Memorandum and other information

This press release contains selected, condensed information regarding the Offer and this press release does not replace the Offer Memorandum. The information in this announcement is not complete and additional information is included in the Offer Memorandum. For information on the Offer, reference is made expressly to the Offer Memorandum. In order to come to a sound judgement in respect of the Offer and the contents of the Offer Memorandum, shareholders are advised to read the Offer Memorandum completely and carefully and to seek, if necessary, independent advice.

Copies of the Offer Memorandum, Numico's articles of association, the interim financial information of Numico relating to the Financial Year 2007 and the annual financial statements of Numico for the Financial Year 2006, the Financial Year 2005 and the Financial Year 2004 - as adopted by the general meeting of shareholders of Numico, which documents are incorporated by reference in, and form an integral part of the Offer Memorandum - are available free of charge at the offices of Numico and the Exchange Agent and can be obtained by contacting Numico or the Exchange Agent at the addresses below. A copy of the Offer Memorandum can also be obtained through the websites of Numico (www.numico.com) and Danone (www.danone.com).

Koninklijke Numico N.V.                 Exchange Agent: ING Bank N.V.
Attn: Investor Relations                ING Wholesale Banking
                                         Securities Services
P.O. Box 75538                          Attn: Paying Agency Services
1118 ZN Schiphol Airport                Location code BV 06.01
The Netherlands                         Van Heenvlietlaan 220
                                        1083 CN  Amsterdam
                                        The Netherlands



Tel: +31 (0) 20 456 9032                Tel: +31 (0) 20 7979 398
Fax: +31 (0) 20 456 8032                Fax:  +31 (0) 20 7979 607
Email: investor-relations@numico.com    Email: iss.pas@mail.ing.nl


Indicative Time Table

- 21 August 2007    - Acceptance Period commences

- 26 September 2007 - Extraordinary general meeting of shareholders

- 31 October 2007   - Anticipated closing of the initial acceptance period

Within five Euronext
trading days
following closing
of the Acceptance   - Announcement whether Offer declared unconditional
Period, unless
exended

- First half
  November 2007     - Anticipated settlement date

Restrictions

General restrictions

The Offer is not being made, and the Shares will not be accepted for purchase from within any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note of and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither Danone nor Numico, nor any of their advisers accepts any liability for any violation by any person of any such restriction.

Any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intends to forward the Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read Section 1 (Restrictions and Important Information) of the Offer Memorandum before taking any action. The distribution of the Offer Memorandum and any separate documentation regarding the Offer in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession this document and any separate documentation regarding the Offer comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities law of any such jurisdiction.

If a Shareholder is a non-Dutch Shareholder or resident and in doubt about its position, the Shareholder should consult its independent professional adviser in the relevant jurisdiction.

United States, Canada, Australia, Italy and Japan

The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, Italy or Japan and the Offer Memorandum, and any and all materials related thereto, should not be sent in or into the United States, Canada, Australia, Italy or Japan, whether by use of United States, Canadian, Australian, Italian or Japanese interstate or foreign commerce, or any facility of a United States, Canadian, Australian, Italian or Japanese national securities exchange (including, but without limitation, electronic mail, post, facsimile transmission, telex and telephone), and the Offer cannot be accepted by any such use, means or instrumentality, in or from within the United States, Canada, Australia, Italy or Japan. Accordingly, copies of the Offer Memorandum and any related materials are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Italy or Japan or, in their capacities as such, to custodians, trustees or nominees holding Shares for United States, Canadian, Australian, Italian or Japanese persons, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia, Italy or Japan and doing so will render invalid any relevant purported acceptance of the Offer.

Furthermore, in respect of Italy, the Offer and the Offer Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Shareholders are hereby notified that, to the extent such Shareholders are resident in Italy and/or located in Italy, the Offer may not be accepted in or from within Italy and acceptances received from within Italy will be void and ineffective. Neither the Offer Memorandum nor any offering material relating to the Offer or the Shares may be distributed or made available in or into Italy.


This announcement is a public announcement as meant within section 9b(1) of the Dutch Securities Markets Supervision Decree (Besluit toezicht effectenverkeer 1995).

Royal Numico is a high-growth, high-margin specialised nutrition company with leading positions in Baby Food and Clinical Nutrition and brings products to the market under the brand names Nutricia, Milupa, Cow & Gate, Mellin and Dumex, among others. The company serves customers in over 100 countries and employs approx. 13,000 people (see also: www.numico.com).

For any questions you might have, please contact:

Royal Numico N.V.
Corporate Communications
tel. +31 20 456 9077

Royal Numico N.V.
Investor Relations
tel. +31 20 456 9032

Groupe Danone:  Press Office
tel. +33 (0)1 44 35 20 75 / +33 (0)1 44 35 39 99

Groupe Danone:  Investor
Relations
tel. +33 (0)1 44 35 20 76





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