Yavne, Israel, Oct. 23 - G. Willi-Food International Ltd., one of Israel's largest food importers and a single-source supplier of one of the world's most extensive range of quality kosher food products, today announced that its Gold Frost Ltd. subsidiary has signed a binding term sheet with the owners of a manufacturer and global distributor of kosher dairy products ("Distributor") who are based in Denmark to form a new joint company ("NewCo"). Gold Frost would hold a 51% interest in NewCo and the owners of the Distributor would hold the remaining interest. The closing of the transaction is subject to completion of legal, financial and business due diligence and final Gold Frost board approval and is scheduled to be concluded by early 2008. There is no guarantee that the transaction will close.
The Distributor is a global distributor of both kosher and non-kosher dairy food products. Among its products are a variety of non kosher and kosher dairy products such as blue cheese, edam, gouda, havarti and feta cheeses packaged for industrial, wholesale and retail distribution. Under the terms of the binding term sheet, all of the present and future kosher activities of the Distributor and all the future export activities of Gold Frost are to be executed under the new entity.
As part of the transaction, the Distributor will transfer to NewCo US$200,000 as well as 35 customers from 15 countries worldwide, including a US import licence, which is expected to generate US$4.3 million in revenues for 2007. NewCo would be granted the exclusive right to use the Distributor's trademarked brand name in sales and marketing of kosher
products. The Distributor would retain the right to use its trademarked brand name for non-kosher dairy products. It is intended that ultimately NewCo would seek to broaden its penetration into the kosher European and North American markets.
In consideration for the 51% interest in NewCo, Gold Frost will pay at the closing US$400,000 to the Distributor. In addition, Gold Frost will pay NewCo, after the publication of NewCo's 2008 audited financial statements, a capital equivalent of three times NewCos' net profit after taxes from its first four quarters of operation, not to exceed US$150,000, multiplied by 51%.
Mr. Zwi Williger, President and COO of Willi Food commented, "We believe that this is an excellent opportunity for Gold Frost to expand its international reach and increase market penetration. Willi Food also announced yesterday the acquisition of a Russian dairy manufacturer. These combined transactions strengthen our ability to source unique kosher foods and dairy products and broaden the distribution platform for our premium brand of products worldwide. In addition the transaction would secure for Gold Frost a US import licence, a vital component for the launch of a future US dairy strategy. Our goal remains unchanged - to be the premiere global manufacturer and distributor of innovative kosher foods worldwide."
About G. Willi-Food International, Ltd.
G. Willi-Food International Ltd. is one of Israel's largest food importers and a single-source supplier of one of the world's most extensive ranges of quality kosher food products. It currently imports, markets and distributes more than 400 food products manufactured by some 100 top-tier suppliers throughout the world to more than 1,700 customers. Willi Food
excels in identifying changing tastes in its markets and sourcing high-quality kosher products to address them. The Company's Gold Frost Ltd. subsidiary develops and distributes kosher chilled and frozen dairy food products internationally, while its Laish Israeli subsidiary and joint venture with the Baron Family engage in the global import, export and distribution of kosher products worldwide.
About Gold Frost Ltd.
Gold Frost is a designer, developer and distributor of branded kosher dairy food products with 20 varieties of products currently on sale in Israel. The Company possesses proven R&D capability for "koshering" chilled, frozen, diary and other products, a number of which have a health advantage by virtue of being low in fat and cholesterol.