Acquisition

Unilever PLC Unilever NV 12 April 2000 UNILEVER TO BUY LEADING US FOOD GROUP FOR US$ 2.3 BILLION Unilever has agreed to buy the US-based SlimFast Foods Company nutrition products and health snack business for US$ 2.3 billion (euro 2.4 bln approx) cash. SlimFast is the major player in the fast growing US$ 1.3 billion (euro 1.35 bln) nutritional supplement and weight management category. SlimFast's sales growth was over 20 per cent in 1999, in a rapidly growing market, and it has gained significant market share since 1996. SlimFast will significantly increase Unilever's presence in functional foods and will become a key brand in this product portfolio. Unilever has identified a global consumer concern with health and vitality and plans to expand SlimFast internationally. Internet service offering consumer advice and service in health and vitality to be developed. UNILEVER TO BUY LEADING US FOOD GROUP FOR US$ 2.3 BILLION Unilever has agreed to buy SlimFast Foods Company, a leading US-based food business best known for its nutritionally- balanced products, for US$ 2.3 billion (euro 2.4 bln approx) cash. SlimFast, a privately owned company, holds 45 per cent of the US$ 1.3 billion (euro 1.35 bln approx) nutritional supplement and weight management category - the fastest growing sector of the US health food business. The acquisition of the SlimFast shakes and bar range provides the entry for Unilever into this new sector. Unilever has identified health and vitality as one of the global trends among consumers. Growing numbers of adults look for improved daily health with balanced nutrition as the primary means to optimise appearance and well-being. 'We are delighted with this acquisition,' commented Unilever chairman, Niall FitzGerald. 'SlimFast fits perfectly into our vision for the development of our foods business. It brings us a world-class brand and a product range growing at over 20 per cent per annum. 'Looking to the future, SlimFast will significantly increase our presence in functional foods and is ripe for international expansion. We, better than anyone, have the ability to continue to bring the benefits of SlimFast to consumers concerned with health and diet, around the world.' Unilever will establish SlimFast as one of the key brands in its functional foods portfolio. Parallel with the development of this expanded product range through traditional distribution channels, Unilever and SlimFast will continue to develop an Internet based platform offering advice and service in the area of health management and vitality. SlimFast, which is headquartered in Florida, had net sales of US$ 611 million (euro 635m approx) and operating profits of US$ 125 million (euro 130m approx) for the year ended November 1999. Its net asset value as of November 1999 was approximately US$ 160 million (euro 165m approx). Growth within its market sector is high, averaging 20 per cent in the past two years. SlimFast has outpaced this, growing its share over the last three years. This performance is based on the success of its established nutrition products and the successful launch of meal replacement bars into the United States. Moreover, the entire SlimFast product line is supported by extensive clinical studies and has the support of leading experts in the scientific and medical communities. Currently only six per cent of SlimFast's sales are outside North America -- primarily in the UK, France and Germany -- and Unilever has identified opportunities to develop the brand in Europe and other selected markets. Unilever is delighted to add the SlimFast management team to its North American Foods organisation and looks forward to their continued leadership of the business. Mr S Daniel Abraham has agreed to continue with the business in the role of Chairman Emeritus. The transaction is subject to the necessary regulatory approvals. For product and other information, please access: Unilever website: http://www.unilever.com SlimFast website: http://www.slimfast.com SlimFast product shots available via e:mail on request - Tel: 0171 822 6719 BACKGROUND INFORMATION Consumers the World Over Want Better Health In 1998 a team of young Unilever managers anticipating the consumer of the future (the Foresight Project) identified a growing world-wide consumer need for better health and well- being. Market research confirmed that the key consumer motivation is to feel good everyday addressing such issues as energy, digestion, weight and appearance. Weight Management with Balanced Nutrition The World Health Organisation (WHO) has stated that overweight and obesity is increasing world-wide at an alarming rate. In the US, Western Europe, Australia and the largest cities in the ROW, 40-55 per cent of people are overweight with 15-25 per cent obese. With the modern consumers' busy fast paced lifestyle, it is not surprising that traditional eating habits are breaking down (eating three full meals a day is down 30 per cent in the US). However, whilst consumers are seeking nutritionally balanced meal solutions that are convenient, they are not prepared to compromise on taste and enjoyment. SlimFast is a Vibrant Market Leader Acquisition of SlimFast is consistent with Unilever's strategy of focusing on strong brands with above average growth potential. SlimFast sales growth averaged 25 per cent per annum over the last two years, outpacing market sector growth. With sales of US$ 611million, SlimFast becomes Unilever's sixth largest foods brand. Independent consumer research has profiled SlimFast as a vibrant brand which offers both a tangible functional benefit and builds an emotional bond with consumers, creating a core of highly committed users. The brand has demonstrated the elasticity to evolve from a weight loss/management core to add the complementary benefit of balanced nutrition for a healthy life. Clinical studies support the claim 'Lose weight and keep it off for life.' Unilever and SlimFast Unilever has well established positions in health and nutrition mainly through its heart health brands. The Unilever Health Institute has been established to technically support the functionality of its brands and inspire credibility amongst nutritionists, leading scientists and health professionals. Other examples are Unilever's Tea and Health programme which communicates the health benefits of tea and its Annapurna brand of fortified salt and wheat flour products in India and other Asian countries. Unilever's international reach and deep understanding of the local needs of consumers and trade customers will carry SlimFast through the next phase of its development making it an important force in markets outside the US. Both Unilever and SlimFast have been using web-based technology to develop dialogue with consumers in the areas of health, appearance and nutrition. Coupled with expansion in the International market place will be the development of SlimFast into a key player within Unilever's plans for advising and servicing consumers via the Internet. SlimFast -- Summary Financial Data 1. Historical Performance 1997 1998 1999 Sales - US$m (current) 390 505 611 Advertising & Promotions 87 102 142 Operating Profit - US$m 76 112 125 Operating Margin % 19.4 22.2 20.5 Operating Profit Growth % 47.4 11.9 2. Geographical split of 1999 sales: USA/Canada 94%, ROW 6% 3. Multiples based on 1999 actuals and US$ 1.74bn as consideration (net of NPV of goodwill amortisation tax benefit @ 6.5%) Sales 2.9 EBIT 13.9 EBITDA 13.0 4. Net assets of US$ 160m acquired 5. On a cash basis the deal is predicted to be accretive in 2001 and on the basis of earnings it is predicted to be accretive in 2003.

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