Nutreco and Stolt-Nielsen merger progresses

Creation of world's largest aquaculture company is a step closer
December 7, 2004

Stolt-Nielsen S.A. and the Dutch company Nutreco Holding N.V. have announced  the completion of due diligence and the signing of a Contribution Agreement in connection with previously announced plans to merge the fish-farming operations of the two companies. The Contribution Agreement provides for the transfer of the relevant operations of Stolt Sea Farm and Nutreco Aquaculture into Marine Harvest, the joint venture unveiled by the two companies in September of this year.

As previously announced, Marine Harvest will be the world's largest aquaculture company following the merger, with Nutreco holding a 75% stake and Stolt-Nielsen 25%.  The transaction is subject among other things to the approval of Nutreco shareholders at a extra-ordinary general meeting of Nutreco shareholders scheduled for December 21, 2004, applicable regulatory and competition authorities, and certain lenders of both companies as well as advice from works councils. The transaction is expected to be completed in the first half of 2005.  SNSA expects to equity account for the joint venture and, at closing, fair value its contribution to the joint venture.

Following the merger Marine Harvest will be well capitalized and have a strong balance sheet with initial funding consisting of equity and shareholder loans.  It is the intention that, in the near future, Marine Harvest will be financed independently of its shareholders. After finalizing the integration process, Marine Harvest intends to pursue an Initial Public Offering (IPO) at the appropriate time.

The new Marine Harvest will incorporate annual sales of approximately EUR 850 million in salmon, salmon trout and other farmed fish and will possess a high quality product portfolio including species such as cod, halibut, sturgeon, tilapia, barramundi and yellowtail. Marine Harvest is expected to achieve synergies that will result is estimated annual savings of EUR 25 million by 2007 and generate normalized income from operation margins of 10% after full implementation of the integration and restructuring plan. Integration and restructuring costs are estimated at EUR 10 to 15 million.

Stolt Sea Farm employs currently 2,500 people and has farming operations in Norway, Scotland, Spain, Chile, Canada and Australia. Stolt-Nielsen S.A. will retain its turbot and bluefin tuna operations. Nutreco's current Marine Harvest organization with its headquarters in Amersfoort, the Netherlands, employs about 4,200 people worldwide and has production operations in Norway, Chile, Scotland, Ireland, Canada, Japan and Australia.

About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI) is one of the world's leading providers of transportation services for bulk liquid chemicals, edible oils, acids, and other specialty liquids. The Company, through its parcel tanker, tank container, terminal, rail and barge services, provides integrated transportation for its customers.  Stolt Sea Farm, wholly- owned by the Company, produces and markets high quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia. The Company also owns 41.7 percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO), which is a leading offshore contractor to the oil and gas industry. Stolt Offshore specializes in providing technologically sophisticated offshore and subsea engineering, flowline and pipeline lay, construction, inspection, and maintenance services. (

Nutreco Holding N.V.
Nutreco Holding N.V. is an international company with leading positions in high-quality food for human and animal consumption. The company is present at various stages of the fish, poultry and pork production chains.
These activities are organised into two Business Streams, Nutreco Aquaculture and Nutreco Agriculture. Eight Business Groups, each comprising several Business Units, operate within these Streams, incorporating more than 120 production and processing plants in 22 countries with approximately 13,000 employees.
Since its flotation in June 1997, Nutreco made acquisitions in the Netherlands, Spain, Germany, Canada,Poland, Chile, France, Portugal, Scotland, Belgium, Hungary, Norway, Australia and the United States of America.

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