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CASTLE & COOKE, INC.
NEWS RELEASE
Contact: Dean R. Estrada
(310) 209-3804
CASTLE & COOKE, INC. AND FLEXI-VAN LEASING, INC.
ANNOUNCE SUCCESSFUL COMPLETION OF TENDER OFFER
FOR CASTLE & COOKE, INC.
LOS ANGELES, California, July 15, 2000-Castle & Cooke, Inc. (NYSE: CCS)
and Flexi-Van Leasing, Inc. announced today the successful completion of the
tender offer for Castle & Cooke, Inc., pursuant to which Castle Acquisition
Company, Inc., a wholly-owned subsidiary of Flexi-Van Leasing, Inc., now owns
approximately 15,182,000 shares or 89% of Castle & Cooke, Inc. In the tender
offer, Castle Acquisition Company, Inc. received tenders of approximately 85%
of the Castle & Cooke, Inc. shares not already owned by Flexi-Van Leasing,
Inc. and its affiliates, based on the approximately 10,681,000 shares which
were tendered.
In accordance with the terms of the merger agreement shares, tendered
have been accepted and will be paid for promptly. It is anticipated that the
depositary will begin mailing payments to shareholders who have tendered on
Tuesday, July 18, 2000.
In addition to the acceptance of the shares already received by Castle
Acquisition Company, Inc., a supplemental offering period of five business
days, terminating on July 21, 2000, will be provided as required by the
merger agreement. During the supplemental offering period, shareholders who
desire to tender their shares not already tendered may do so and will receive
$19.25 per share promptly following valid tender of such shares. Any shares
tendered will not have withdrawal rights. After this additional period,
Castle & Cooke, Inc. and Flexi-Van Leasing, Inc. intend to prepare and mail
materials relating to the merger of Castle Acquisition Company, Inc. with and
into Castle & Cooke, Inc. The merger is expected to occur late in August or
early in September 2000.
David H. Murdock, Chairman of Flexi-Van Leasing, Inc. and Castle &
Cooke, Inc., stated, "The success of the offer, as evidenced by the shares
tendered and accepted today, is an acknowledgement by Castle & Cooke's
shareholders of the fairness of the offer. I look forward to working with
the Castle & Cooke management team in the years to come. I am pleased that
shareholders will no longer have uncertainty about the outcome of the
proposal and those that have tendered will receive prompt payment for their
shares at the substantial premium price of $19.25 per share. I encourage any
shareholders who have not yet tendered their shares to take advantage of the
five additional day period and not face a delay in payment for their shares."
Any questions concerning the subsequent offering period and how to
participate should be addressed to Georgeson Shareholder Communications, Inc.
at (800) 223-2064 (toll free) in the United States or at (212) 440-9800
(collect) elsewhere.
Castle & Cooke, Inc. is a developer of residential and commercial real
estate in Hawaii, California, North Carolina, 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.
