Yavne, Israel, July 27, 2009 - G. Willi-Food International Ltd. that it has successfully completed its tender offer to purchase from the holders of shares and/or depositary interests of its subsidiary, Gold Frost Ltd. ("GOLD FROST"), all of the issued and outstanding share capital of Gold Frost not already held by Willi Food for a price of 7 pence per share or per depositary interest in cash. This tender offer
was commenced on June 22, 2009.
As of the time of expiration of the tender offer, an aggregate of 2,706,388 Gold Frost shares and depositary interests were duly tendered. Such shares and depositary interestes constitute, together with the shares held by Willi Food, more than 95 per cent of the issued and outstanding share capital of Gold Frost. In accordance with Israeli law, Willi Food will purchase all of the issued and outstanding Gold Frost shares and depositary interests currently not owned by it (including those not tendered in the tender offer) at the tender offer price and will pay an aggregate amount of approximately (pound)370,430 for all such shares and depositary interests.
SALE BY GOLD FROST OF ITS INTEREST IN DANISH DAIRY DISTRIBUTOR
The Company also announced that Gold Frost had signed an agreement to sell Gold Frost's 51% interest in a Danish dairy distributor ("DISTRIBUTOR") to the Distributor and/or to the Distributor other shareholder ("OTHER SHAREHOLDER") for $400,000. Gold Frost acquired its 51% interest from the Other Shareholder in February 2008. According to the terms of the agreement, an amount equal to the balance of outstanding invoices owed by Gold Frost to the Distributor will be deducted as a downpayment, and the rest will be paid by deduction in the purchase price by a pre-determined amount for each shipment of goods that Gold Frost will purchase from the Distributor or from the Other Shareholder, and the balance of the consideration, if any, will be paid in April 2011.
Gold Frost was granted the exclusive right to distribute all of the products of the Distributor and the Other Shareholder in Israel until April 2012, so long as Gold Frost purchases a minimum quantity of products from the Distributor or from the Other Shareholder at fair market prices and that meet specified quality standards.