STEFANO TOSELLI AND TER BEKE TO CREATE A JOINT VENTURE FOR LASAGNE AND PASTA MEALS IN CENTRAL AND EASTERN EUROPE

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”.

Source: http://www.terbeke.com - October 1, 2010