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Bestfoods (BFO)

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Thursday 04 May, 2000


Statement re Unilever

3 May 2000


Englewood Cliffs, NJ, May 2, 2000 -- In response to inquiries, Bestfoods
(NYSE:BFO) today confirmed that its Board of Directors, with the advice of
independent financial and legal counsel, has reviewed an unsolicited proposal
from Unilever to acquire, under certain conditions, all of the outstanding
shares of Bestfoods at $66 per share in cash.

Bestfoods stated that its Board unanimously determined that the Unilever
proposal was financially inadequate and not in the best interests of Bestfoods,
its shareholders and other constituencies, given Bestfoods' successful business
strategies and growth prospects.

Accordingly, upon the Board's determination, the following letter was
immediately sent from C. R. Shoemate, Chairman and Chief Executive Officer of
Bestfoods, to Niall FitzGerald and Antony Burgmans, Chairmen of Unilever.


                                                            May 2, 2000

As you should be aware, Bestfoods publicly has stated that its vision is to be
the best international food company in the world.  We believe that our record of
financial performance and business success supports this vision.  We are
confident that we are well positioned globally for outstanding long-term growth.

We view your interest in acquiring Bestfoods as validation of Bestfoods' global
strategy in the consumer foods industry.  When you disclosed this interest to us
on April 20, 2000, through an unsolicited written proposal stating your desire
to purchase all outstanding shares of Bestfoods common stock, par value $0.25
per share, at $61 to $64 cash per share, we subsequently informed you that our
management would study the proposal and would submit it to the Bestfoods Board
of Directors for its review at a special Board meeting on May 2.  We also
informed you that no preclusive action would be taken by the Bestfoods Board
prior to considering your letter.  No such action was taken by the Board.

On May 1, 2000, unsolicited, you increased your proposal, subject to certain
conditions, to $66 per share.

After careful consideration of Unilever's latest proposal, including
consultation with independent financial and legal advisors, the Bestfoods Board
of Directors has determined that Unilever's proposal of $66 per share is
financially inadequate; the proposal is not in the best interests of Bestfoods,
its shareholders, and other constituents, and it is not opportune to consider a
sale of the company.  Indeed, the Board affirmed that Bestfoods should continue
to focus on the accomplishment of its proven business strategies and determined
that there is no reason to explore your proposal further.  Therefore, the Board
unanimously has determined to reject the Unilever proposal.

As Bestfoods' results demonstrate, and as we reported at our recent April 27,
2000, Annual Meeting of Shareholders, Bestfoods' business strategy is working. 
As a 100% consumer foods company - which we have been for just over two years -
we have a higher growth momentum than ever before.  Bestfoods is outperforming
the food industry peer group.  Our financial flexibility, operating strengths,
and size mean that we will be able to move to capitalize on numerous attractive
growth opportunities, often unavailable to others in our industry.

In summary, it is the Board's determination that Unilever's proposal would
preclude Bestfoods' shareholders from reaping the rewards inherent in Bestfoods'
progress and strategic positioning.


                            * * *

To provide the clearest possible description of our business and outlook, this
report contains forward-looking statements based on our best current information
and reasonable assumptions about anticipated developments.  Statements including
such words as 'expects', 'anticipates', 'intends', 'plans', 'believes',
'estimates' and other similar expressions are intended to identify such
forward-looking statements.  Because of the risks and uncertainties that always
exist in any operating environment or business, we cannot make assurances that
these expectations will prove correct.  Actual results and developments may
differ materially depending upon currency values, competitive pricing,
consumption levels, costs and political and social conditions in the economies
and environments where Bestfoods operates.

ABOUT BESTFOODS: Bestfoods, formerly CPC International Inc., is the nation's
most international food company, with sales of $8.6 billion in 1999.  Best known
among Bestfoods' U.S. products are: Hellmann's and Best Foods mayonnaise and
dressings; Mazola corn oil and margarine; Skippy peanut butter; Knorr soups,
sauces, and bouillons; Entenmann's sweet baked products; Thomas' English
muffins; Arnold, Brownberry, Freihofer's, and Oroweat breads; Boboli pizza
crusts; Mueller's pasta; and Karo syrup.  Bestfood's global Knorr brand
comprises one of the world's most extensive lines of products.  Bestfoods is the
most international food company based in the U.S., with operations in more than
60 countries and products marketed in 110 countries.  For more information about
Bestfoods, visit the company's website on the Internet at:


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