Feb 21, 2012

Kraft Foods Pakistan offers PKR 650+ million to Clover Pakistan for acquisition of its Tang Business

We refer to our letter of 11 November 2011 regarding the non-binding offer received by Clover Pakistan Limited ("Clover Pakistan") from Kraft FoodsPakistan Limited ("Kraft Foods Pakistan") to purchase certain assets of Clover Pakistan relating to the manufacture, marketing and sale of Tang including the manufacturing facilities, together with the intangibles of the business and inventory.

Kraft Foods Pakistan having completed its due diligence exercise has now made a binding offer to Clover Pakistan to purchase certain assets relating to Clover Pakistan's Tang business, together with the intangibles associated therewith (including termination of the Company user's rights and interests in the Tang brand, marketing and sale of products identical or similar to Tang for a period of two years on closing and the provision of a list of the Company's customers, selling trade outlets, suppliers and distributors over the last two years and subject to obtaining exemption from the Competition Commission of Pakistan an undertaking from the Company not to compete in the non-carbonated fruit flavoured powdered beverage business for a period of 2 years from the closing date) and the Company's inventory relating to the Tang business but excluding the receivables and liabilities relating to the Company's Tang business and has requested Clover Pakistan to provide certain transitional services to Kraft FoodsPakistan Limited for the distribution of the Tang product. The total price offered by Kraft FoodsPakistan Limited is the aggregate sum of Rs, 650 million plus the cost of the inventory.

The Board of Directors of Clover Pakistan have, at their Board Meeting held earlier today, accepted Krait Foods Pakistan's offer subject to the following:
Approval being granted by the Members of the Company;
Finalization and execution of appropriate agreements, including without limitation, an asset purchase agreement and a transitional services agreement; and
Obtaining necessary regulatory approvals.

The purchase of the assets by Kraft FoodsPakistan Limited has already been cleared by the Competition Commission of Pakistan.

For the purposes of seeking approval of the Members, the Board of Directors have decided to convene and hold an Extraordinary General Meeting on, Wednesday, the 14 day of' March 2012, at 10.30 a.m., at Moosa D. Desai Auditorium, institute, of Chartered Accountants of' Pakistan, Chartered Accountants Avenue, Clifton, Near teen Talwar, Karachi, and have also decided to close the Register of Members and the Share Transfer Register of Clover Pakistan for a period of 7 days commencing from 08 March 2012 and ending on 14 March 2012 (both days inclusive).

Copies of the notice convening the extraordinary general meeting and of the statement of material facts which will accompany such notice sent to the Members will be sent to you in due course.

Your faithfully, For and on behalf of Clover Pakistan Limited Tasleemuddin A. Batlay Director cc. Securities and Exchange Commission of Pakistan Clover Pakistan Limited Lakson Square BLDG. No.2, Sarwar Shaheed Road, Karachi- 74200, Pakistan. Phone: 92-21-3569 8000, Fax: 92-21-3568 5489, 3568 4712, 3568 3410 E-mail: clover@clover.com.pk
Source: KSE Notices Attached


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