Bestfoods/Unilever Merger

Unilever PLC
Unilever NV
28 September 2000


UNILEVER/BESTFOODS MERGER CLEARED BY EU COMMISSION

-- Remedies package agreed to address competition concerns -- 
 
 
Unilever's proposed merger with Bestfoods was today approved by the European
Commission, allowing the transaction to proceed.
 
As part of the EU clearance decision, Unilever has given commitments to
dispose of certain businesses where the Commission has identified overlap
issues. These are its Bla Band brand in Sweden, Finland and Denmark; its
Batchelors brand in the UK; its McDonnells brand in Ireland; and its Oxo and
Royco brands in Europe. It has also agreed to dispose of the Bestfoods'
Lesieur range of mayonnaise products in France. The combined sales turnover
of the businesses to be sold is euro400 million (est. retail value euro500
million).
 
Unilever will conduct the disposal programme so as to serve the best
interests of all its stakeholders. Information and consultation procedures
with workers' representatives and the European Works Council are in progress.
Goldman Sachs has been engaged to assist Unilever in the sales process.
 
Unilever chairmen, Antony Burgmans and Niall FitzGerald, said: 'We are
pleased that the transaction has been given the green light by the EU
Commission. As anticipated, some parts of our business have to be sold,
however the merger with Bestfoods will bring major international brands into
our business. We are confident the new organisation will have great potential
for delivering rapid innovation and growth.'
 
The proposed merger will result in a foods business with a portfolio of
leading international and regional brands, such as Lipton, Knorr, and
Hellmann's, and creates a strong foodservice business within Unilever. Both
companies complement each other geographically.
 
Today's decision by the EU Commission gives Unilever and Bestfoods the
necessary regulatory approvals to complete the transaction. Earlier, on
September 9, the transaction was allowed to proceed in the US. 
 
The proposed transaction remains subject to certain conditions contained in
the merger agreement, including the approval by the shareholders of
Bestfoods, Unilever NV and Unilever PLC. The Bestfoods and Unilever
shareholders meetings are scheduled for October 2, 2000.


Enclosure

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:
This press release contains certain 'forward-looking' statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are naturally
subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein. The forward-looking
statements contained herein include statements about completion of the
pending acquisition of Bestfoods by Unilever. Factors that could cause actual
results to differ materially from those described herein include: the
inability to obtain necessary antitrust approvals and actions of the U.S.,
foreign and local governments. More detailed information about these factors
is set forth in the reports filed by Bestfoods and furnished by Unilever with
the Securities and Exchange Commission. Neither Unilever nor Bestfoods is
under any obligation to (and expressly disclaims any such obligation to)
update or alter its forward-looking statements, whether as a result of new
information, future events or otherwise.

In connection with the merger, Bestfoods has filed a definitive proxy
statement with the Securities and Exchange Commission and mailed copies of
this definitive proxy statement to Bestfoods security holders. SECURITY
HOLDERS OF BESTFOODS ARE URGED TO READ THE PROXY STATEMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION REGARDING THE MERGER. Investors and security
holders may obtain a free copy of the proxy statement and other documents
filed by Bestfoods with, and furnished by Unilever to, the Securities and
Exchange Commission in connection with the merger at the Securities and
Exchange Commission's web-site at www.sec.gov. Security holders of Bestfoods
may also obtain for free a copy of the proxy statement and other documents
filed with the Securities and Exchange Commission by Bestfoods in connection
with the merger by contacting Rainer H. Mimberg, Investor Relations, +1 201
894 2837. Security holders of Bestfoods may also obtain for free copies of
documents furnished to the Securities and Exchange Commission by Unilever in
connection with the merger by contacting Howard Green, Investor Relations,
[phone].