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Ter Beke and Stefano Toselli in Joint Venture

15 October 2010

BELGIUM - Ter Beke and the shareholders of Stefano Toselli, both major players in the Western European chilled lasagne markets, announce that they have signed on 30 September 2010 an agreement to investigate the creation of a joint venture.

This joint venture is to commercialise lasagne and pasta meals in Central and Eastern Europe.

French based Stefano Toselli and the Belgian Euronext listed Ter Beke announce that they will investigate the opportunity to commercialise chilled lasagne and pasta meals jointly in Central and Eastern Europe. The business plan may also comprise the construction of an automated production plant in Central Europe exclusively dedicated to the Central and East European markets. The completion of the study and the clearance of all conditions precedent are scheduled for spring 2011.

The agreement anticipates the creation of a 50/50 joint venture between YHS Holdings (“YHS”), the holding company controlling Stefano Toselli, and FreshMeals, Ter Beke’s ready meals division. The joint venture agreement shall grant Ter Beke a call option both on YHS’s share in the joint venture and on the shares of Stefano Toselli. The valuation formulas of the call options, which are scheduled to be executed in 2018, are based on cash flow and generally applied market multiples.

Doug Hamer, President of Stefano Toselli and of YHS, stresses the importance of this transaction for the accelerated development of his company: “For long we are an important player in the Western European chilled lasagne markets. We are convinced that the consumer developments in Central and Eastern Europe create the environment for the roll out of our price/quality concept into those markets. The co-operation with Ter Beke provides us with the possibility to accelerate our growth ambitions shortly after our recent management buy out.”

Marc Hofman, Managing Director of Ter Beke, is very pleased with this major breakthrough for the ready meals division: “This joint venture means an accelerated implementation of our geographical strategy for two of our core products: chilled lasagne and pasta meals. For a decade we have been following the evolution in these emerging markets and we believe the time is now right to move forward. I am convinced that joining the industrial competency of Stefano Toselli with Ter Beke’s marketing and product development strengths will be very effective.”

TheMeatSite News Desk

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