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[CASTLE & COOKE LOGO]
DRAFT
NEWS RELEASE
Contact: Dean R. Estrada
(310) 209-3804
CASTLE & COOKE, INC. ANNOUNCES EXECUTION OF SETTLEMENT
AGREEMENT IN SHAREHOLDER LITIGATION AND AMENDMENT TO MERGER
AGREEMENT
LOS ANGELES, California, June 28, 2000 -- Castle & Cooke, Inc.
announced today that a definitive settlement agreement has been executed in
the shareholder litigation relating to Flexi-Van Leasing, Inc.'s tender offer
to purchase all of the outstanding shares of Castle & Cooke, Inc. Under the
settlement agreement, which documents a previously announced tentative
settlement, the offer price under the tender offer and the merger that is
anticipated to follow the tender offer will be increased from $18.50 to
$19.25 per share. This increase represents a 60 percent increase over the
$12.06 per share price of the stock immediately prior to Flexi-Van Leasing,
Inc.'s March 29, 2000 original proposal of $17.00 per share and creates an
additional $123 million in enterprise value. The higher offer price also
represents a $38 million or an approximate 13 percent increase over the
$17.00 per share price specified in the original proposal. The $19.25 per
share offered places the total enterprise value, which includes the
assumption of debt, of Castle & Cooke, Inc. at approximately $615 million.
The settlement agreement is subject to court approval.
In connection with the settlement agreement, the merger agreement
previously executed by Flexi-Van Leasing, Inc. and Castle & Cooke, Inc. has been
amended to, among other things, reflect the increased purchase price and to
increase the minimum percentage of shares that are required to be validly
tendered in the tender offer, as a condition to Flexi-Van Leasing, Inc.'s
obligation to close the tender offer, from a majority to more than seventy-five
percent of the outstanding shares of common stock which Flexi-Van Leasing, Inc.
or its affiliates do not already own.
Amended tender offer materials have been filed today with the
Securities and Exchange Commission to reflect the previously announced increase
in the purchase price to $19.25 per
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share and the increase in the minimum condition to more than seventy-five
percent and thereafter will be distributed to shareholders. The expiration date
of the tender offer remains July 6, 2000.
Castle & Cooke, Inc. is a developer of residential and commercial real
estate in Hawaii, California, North Carolina, Arizona, Georgia and Florida. The
company also owns and operates two of the world's highest-rated resorts on the
island of Lana'i in Hawaii.
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