Gilde acquires Arovit Petfood with management participation

19 September 2006

September 19, 2006. Private equity investor Gilde Buy-Out Partners announced today that it has signed an agreement to acquire all the share capital in Arovit Petfood from Portfolio Acquisitions 1 Ltd.

The acquisition has been structured so that upon closing, Gilde will assume the economic interest in Arovit retrospectively to June 13, 2006. The two parties have agreed not to disclose the purchase price. The acquisition is expected to close as soon as the approvals by the relevant competition authorities have been obtained. Arovit’s CEO, Ken Koch, will continue as CEO on an interim basis and has also agreed, longer term, to become its non-executive Chairman. The executive management team has invested alongside Gilde and will hold a significant stake in the company.

Arovit will continue to be run as a stand alone entity, providing its customers with the industry’s broadest range of healthy and high quality pet food products. “I am extremely pleased to announce to our nearly 900 employees, and over 400 valued customers that we have resolved, in the best possible way, Arovit’s ownership and independent future. With Gilde, Arovit has a financially strong and stable partner for the future, with a deep understanding of our industry and an impressive track record of successfully growing private label companies across Europe”, says Ken Koch, CEO of Arovit Petfood. “When we announced, on April 26, 2006, that the company would be sold, I told our employees that the sale could well prove to be a great opportunity for Arovit - that we would emerge from the process independent, healthy and European focused, with current management having a stake in the business, and a partner committed to our growth and long term success. With Gilde, we have met all of these objectives. And, with the participation of management, we have ensured continuity in business operations, key customer and supplier relationships, and the strategic initiatives developed to continue our strong growth path”.

Paul Bekx, Managing Director and Partner of Gilde, welcomes Arovit into the Gilde organization and says: “Over the last 5 years private label pet food growth has outperformed the overall pet food market growth by some 3% on average, and yet, today only 18% of the EUR10.2 bio Western European pet food market is supplied by private label. Continued strong growth for private label pet food is anticipated towards 2010, and we are highly excited to provide Arovit with the stable shareholder base and financial support required for management’s objective to develop the business both organically as well as through acquisitions. We are confident that our longer term sector focus on food related industries and experience in other private label companies like 3Mollen (coffee) and PickenPack (fish products) will comfort both Arovit’s clients and employees”.

About Arovit Petfood

Arovit, with 2006 estimated turnover in excess of EUR244m, is among the largest pan-European producers of private label pet food, and sells more than 285,000 metric tonnes of pet food annually from production facilities located in Denmark, Austria, UK, Spain and Italy. Arovit serves over four hundred customers, which include several brands as well as many of the top European retailers, with the industry’s widest range of pet food products for dogs and cats, including dry, wet, soft-dry and treats.

Contact:

Arovit Petfood
Keith M. Buchanan, Vice President and Chief financial Officer
Phone +44 (0)1223 875269

About Gilde Buy-Out Fund – Sector focused middle market private equity

Gilde Buy-Out Fund is managed by Gilde Buy Out Partners, a leading private equity investor with offices in the Benelux, France and Switzerland. It specializes in middle market buy-out investments in Europe, and has particular expertise in creating regional market leaders within the wider food & agri industry. It is familiar with both branded and private label businesses, and typically will make several add-on investments for its investments as evidenced by its (historic) portfolio companies in the salad industry (Beeck Homann / Germany), coffee (3 Mollen / Netherlands), confectionary (Lami Lutti / France), fish (PickenPack / Germany), shrimp (Heiploeg / Netherlands), yeast (GBI / Netherlands), processed foods (Inversco / Netherlands), etc. Gilde Buy-Out Partners will invest into Arovit from its newly raised EUR600m GBOIII fund. In aggregate Gilde manages a total volume exceeding EUR1.5 billion and has invested in more than 200 companies since it was founded in 1982.

Contact:

Gilde Buy Out Partners SAS, Paris
Paul Bekx, Managing Director & Partner
Phone +33 (0)1 40 98 05 10

Gilde was advised by Rothschild (corporate finance), Hammonds (legal) and Loyens & Loeff (tax).

Contact:

• Rothschild: Thierry Latran +33 (0)1 40 74 41 87
• Hammonds: David Armitage +44 (0)113 28 47 086
• Loyens: Marco de Lignie +31 (0)20 578 56 05

Portfolio Acquisitions 1 Ltd was advised by Goldman Sachs (corporate finance) and Cleary Gottlieb Steen & Hamilton LLP (legal).

Contact:

• Goldman Sachs: Christos Tomaras +44 (0)20 7774 1000
• Cleary Gottlieb Steen & Hamilton LLP: Simon Jay +44 (0)20 7614 2200