Exhibit 99.1
DARLING
INTERNATIONAL INC. For Immediate Release
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NEWS RELEASE
DARLING INTERNATIONAL TO ACQUIRE NATIONAL BY-PRODUCTS
IN TRANSACTION VALUED AT APPROXIMATELY $141 MILLION
STRATEGIC COMBINATION WILL ENHANCE DARLING'S OPERATIONS AND
FUTURE GROWTH PROSPECTS
IRVING, TX, DECEMBER 20, 2005 - Darling International Inc. (AMEX: DAR)
the largest publicly traded food processing by-products recycling company in the
United States, today announced that its Board of Directors has unanimously
approved a definitive purchase agreement to acquire National By-Products, LLC
("NBP"), a leading independent rendering company based in Des Moines, Iowa, for
a combination of cash and stock valued at approximately $141 million, subject to
certain purchase price adjustments.
Under the terms of the agreement, NBP unit holders will receive $70.5
million in cash and an amount of Darling common shares equal to 20 percent of
the company's outstanding common shares on a fully diluted basis upon completion
of the transaction. Based upon today's amount of outstanding Darling common
shares of 65.3 million on a fully diluted basis, NBP unit holders would receive
16.3 million shares of Darling common stock at closing.
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FOR MORE INFORMATION CONTACT:
INVESTORS:
John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd.,
Finance and Administration, or Suite 300
Brad Phillips, Treasurer Irving, Texas 75038
Phone: 972-717-0300
MEDIA:
Eden Abrahams / Jennifer Felber
Joele Frank, Wilkinson Brimmer Katcher Phone: 212-355-4449
NEWS RELEASE
DARLING DECEMBER 20. 2005
INTERNATIONAL INC. PAGE 2
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The addition of NBP's 42 facilities located throughout the Midwest will
strengthen Darling's operational capabilities and diversify its raw material
supply. NBP operates 14 large-scale production facilities which will complement
Darling's existing Midwestern locations and provide a platform for additional
growth of its Restaurant Services business. On a pro forma basis, the combined
company had sales in excess of $500 million in fiscal year 2004. The combined
company's nationwide network of facilities and will have the scale, industry
expertise and management talent to realize improved operating efficiencies and
pursue new growth opportunities. As a result, Darling anticipates that the
transaction will be accretive between a range of $0.04 and $0.06 per share,
excluding synergies, based on its preliminary analysis.
Darling International Chairman and Chief Executive Officer Randall
Stuewe said, "We have worked hard and are very excited about the benefits that
the strategic combination of our two companies will create. Darling's
acquisition of National By-Products represents a major step forward in our
strategy to deliver value to our stockholders by growing our revenue,
diversifying our raw material supplies and creating a larger platform to grow
our restaurant services segment. We are confident that NBP's solid operating
performance and similar business model will facilitate a smooth and successful
integration and, going forward, will significantly enhance our national
footprint. We expect NBP's excellent track record of earnings and cash flow
generation, as well as their solid balance sheet, to further enhance our capital
structure."
ADDITIONAL TRANSACTION TERMS
In addition to the terms noted above, the purchase agreement also
includes a provision for the conditional issuance of additional Darling shares
to eligible NBP unit holders on the 13-month anniversary of the transaction
closing if the dollar value of the stock component of the consideration is below
$70.5 million, based upon the average closing price of Darling shares for the 90
calendar days prior to the anniversary date.
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FOR MORE INFORMATION CONTACT:
INVESTORS:
John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd.,
Finance and Administration, or Suite 300
Brad Phillips, Treasurer Irving, Texas 75038
Phone: 972-717-0300
MEDIA:
Eden Abrahams / Jennifer Felber
Joele Frank, Wilkinson Brimmer Katcher Phone: 212-355-4449
NEWS RELEASE
DARLING DECEMBER 20. 2005
INTERNATIONAL INC. PAGE 3
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Darling anticipates that the transaction, which is subject to customary closing
conditions, including the expiration of the Hart-Scott-Rodino waiting period and
approval by Darling stockholders and NBP unit holders, will be completed in
first half of 2006.
Harris Nesbitt served as financial advisor and Weil, Gotshal & Manges
LLP served as legal counsel to Darling.
Darling International will hold an analyst / investor call to discuss
this transaction on Tuesday, December 20, 2005 at 10:00 am CST (11:00 am EST).
To listen to the conference call, participants calling from within North America
may dial 800-475-2151; international participants may dial 973-582-2792. Please
call approximately fifteen minutes before the start of the call to ensure that
you are connected. The call will also be available as a live audio web cast that
can be accessed on the company website at
http://www.darlingii.com/investors/investors.html. Following its completion, a
replay of the call can be accessed until December 27, 2005 by dialing
877-519-4471 or 973-341-3080 outside of North America. The access code for the
replay is 6855762. The conference call will also be archived on the company's
website for seven days.
ABOUT DARLING
Darling International Inc. is the largest publicly traded, food
processing by-products recycling company in the United States. The Company
recycles used restaurant cooking oil and by-products from the beef, pork and
poultry processing industries into useable products such as tallow, feed-grade
fats and meat and bone meal. These products are primarily sold to animal feed
and oleo-chemical manufacturers around the world. In addition, the Company
provides grease trap collection services and sells equipment to restaurants.
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FOR MORE INFORMATION CONTACT:
INVESTORS:
John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd.,
Finance and Administration, or Suite 300
Brad Phillips, Treasurer Irving, Texas 75038
Phone: 972-717-0300
MEDIA:
Eden Abrahams / Jennifer Felber
Joele Frank, Wilkinson Brimmer Katcher Phone: 212-355-4449
NEWS RELEASE
DARLING DECEMBER 20. 2005
INTERNATIONAL INC. PAGE 4
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ABOUT NATIONAL BY-PRODUCTS
Founded in 1933, National By-Products is one of the nation's leading
independent renderers. The company collects and recycles animal by-products and
used cooking oil from livestock producers, meat packers, grocery stores and
restaurants and sells its products nationally and internationally to
manufacturers of chemicals, soap, cosmetics, plastics, lubricants, livestock and
poultry feeds, pet foods and leather goods. The company, which is based in Des
Moines, Iowa, operates a fleet of 450 trucks and has 750 employees at its
facilities throughout the Midwest.
FORWARD-LOOKING STATEMENTS
This media release contains forward-looking statements regarding the
business operations of Darling and the industry in which it operates. These
statements are identified by words such as "may," "will," "expect," "believe,"
"intend," "anticipate," "should," "estimate," continue," and other words
referring to events to occur in the future. These statements reflect Darling's
current view of future events and are based on its assessment of, and are
subject to, a variety of risks and uncertainties beyond its control, including
business and economic conditions in its existing markets, that could cause
actual results to differ materially from those projected in such forward-looking
statements. Other risks and uncertainties regarding Darling, its business and
the industry in which it operates are referenced from time to time in the
Company's filings with the Securities and Exchange Commission. Darling is under
no 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.
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FOR MORE INFORMATION CONTACT:
INVESTORS:
John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd.,
Finance and Administration, or Suite 300
Brad Phillips, Treasurer Irving, Texas 75038
Phone: 972-717-0300
MEDIA:
Eden Abrahams / Jennifer Felber
Joele Frank, Wilkinson Brimmer Katcher Phone: 212-355-4449
NEWS RELEASE
DARLING DECEMBER 20. 2005
INTERNATIONAL INC. PAGE 5
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IMPORTANT LEGAL INFORMATION
Investors and security holders are urged to read the proxy statement
regarding the proposed transaction when it becomes available because it will
contain important information. The proxy statement will be filed with the U.S.
Securities and Exchange Commission by Darling International Inc. and security
holders may obtain a free copy of the proxy statement when it becomes available,
and other documents filed with the SEC by Darling International Inc., at the
SEC's web site at www.sec.gov. The proxy statement, and other related documents
filed with the SEC by Darling International Inc., may also be obtained for free
by directing a request to Darling International Inc., 251 O'Connor Ridge Blvd,
Suite 300, Irving, Texas 75038.
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FOR MORE INFORMATION CONTACT:
INVESTORS:
John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd.,
Finance and Administration, or Suite 300
Brad Phillips, Treasurer Irving, Texas 75038
Phone: 972-717-0300
MEDIA:
Eden Abrahams / Jennifer Felber
Joele Frank, Wilkinson Brimmer Katcher Phone: 212-355-4449