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[FLEXI-VAN LOGO] FLEXI-VAN LEASING, INC.
251 Monroe Avenue
Kenilworth, NJ 07033-1106
(908) 276-8000
FAX: (908) 276-7666
Contact: Scott A. Griswold
(310) 208-6055
FLEXI-VAN LEASING, INC. ANNOUNCES EXECUTION OF SETTLEMENT
AGREEMENT IN SHAREHOLDER LITIGATION, AMENDMENT TO TENDER
OFFER
LOS ANGELES, CALIFORNIA, June 28, 2000 -- David H. Murdock, Chairman of
Flexi-Van Leasing, Inc., announced today that a definitive settlement agreement
has been executed in the purported class action litigation stemming from
Flexi-Van's tender offer for shares of Castle & Cooke, Inc. The settlement
agreement documents the previously announced tentative settlement, providing for
a $0.75 increase in the offer price from $18.50 to $19.25 per share in the
tender offer commenced on May 31, 2000. The new price of $19.25 represents a
premium of approximately 60% and generates an additional $123 million in
enterprise value over the pre-offer market price of $12.06 on March 29, 2000.
This higher per share consideration 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.
Flexi-Van, the largest shareholder of Castle & Cooke, Inc., with
approximately 26.4% of the outstanding shares, also has executed an amendment to
the merger agreement with Castle & Cooke, Inc. providing for the increased
purchase price of $19.25 per share and increasing the minimum percentage of
shares that must be validly tendered as a condition to Flexi-Van's obligation to
close the tender offer from a majority to more than seventy-five percent of all
of the remaining outstanding shares of Castle & Cooke, Inc. which Flexi-Van or
its affiliates do not already own.
The previous offer price of $18.50 per share, which represented a
premium of 53% over the pre-offer market price of the Castle & Cooke shares, had
been unanimously approved by the Castle & Cooke board pursuant to the
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recommendation of a special committee of independent directors, and was deemed
fair from a financial point of view by Bear Stearns & Co., Inc.
Amended tender offer materials have been filed today with the
Securities and Exchange Commission to reflect the changes made in the tender
offer by the settlement agreement and the merger agreement. The expiration of
the tender offer remains July 6, 2000.
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