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[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 TENTATIVE SETTLEMENT OF
SHAREHOLDER LITIGATION, AMENDMENT TO TENDER OFFER
LOS ANGELES, CALIFORNIA, June 22, 2000 -- David H. Murdock, Chairman of
Flexi-Van Leasing, inc., announced today a tentative settlement with the
plaintiffs in the purported class action litigation stemming from Flexi-Van's
tender offer for shares of Castle & Cooke, Inc. The settlement, which remains
subject to court approval and execution of a binding settlement agreement,
provides for a $0.75 increase in the offer price from $18.50 to $19.25 per
share. 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.
Flexi-Van, the largest shareholder of Castle & Cooke, Inc., with
approximately 26.4% of the outstanding shares, commenced a tender offer on May
31, 2000 in order to acquire all of the remaining outstanding shares of Castle &
Cooke, Inc. which it did 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 recommendation of a special committee of independent directors,
and had been deemed fair from a financial point of view by Bear Stearns & Co.,
Inc. The new price of $19.25 represents a premium of approximately 60% and
generates an additional
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$123 million in enterprise value over the pre-offer market price of $12.06 on
March 29, 2000.
Mr. Murdock stated, "I believe that the settlement is fair, and that
resolving the issues in this manner is in the best interests of everyone
involved. The shareholders are now able to achieve liquidity for their shares at
the higher price provided by the settlement, and we can now focus on completing
the offer."
