EX-99
3
mv5-16ex99_1.txt
Exhibit 99.1
DARLING
INTERNATIONAL INC. FOR IMMEDIATE RELEASE
--------------------------------------------------------------------------------
NEWS RELEASE
DARLING INTERNATIONAL COMPLETES ACQUISITION OF
NATIONAL BY-PRODUCTS
STRATEGIC COMBINATION EXPANDS DARLING'S NATIONAL FOOTPRINT AND
ENHANCES OPERATIONS AND FUTURE GROWTH PROSPECTS
IRVING, TX, MAY 16, 2006 - Darling International Inc. (AMEX: DAR) the
largest publicly traded food processing by-products recycling company in the
United States, today announced that it has completed its acquisition of National
By-Products, LLC ("NBP"), a leading independent rendering company based in Des
Moines, Iowa.
As previously announced, the transaction is valued at approximately
$141 million in cash and stock, subject to post-closing adjustments. The
purchase price consisted of $70.5 million in cash and an amount of Darling
common shares equal to 20 percent of the company's outstanding common shares on
a fully diluted basis. Based upon today's amount of outstanding Darling common
shares of 65.4 million on a fully diluted basis, NBP unit holders will receive
16.3 million shares of Darling common stock.
Darling International Chairman and Chief Executive Officer Randall
Stuewe said, "We are very pleased to announce the completion of this
acquisition, which represents a major step forward in our strategy to deliver
value to our stockholders by growing our revenue, diversifying our raw material
supplies and creating a larger platform to grow our restaurant services segment.
The addition of NBP's 42 operating facilities and 14 large-scale production
facilities located throughout the Midwest will give us the scale, industry
expertise and management talent to realize improved operating efficiencies and
pursue new growth opportunities. Additionally, we expect NBP's excellent track
record of earnings and cash flow generation, as well as their solid balance
sheet, to further enhance our capital structure".
--------------------------------------------------------------------------------
FOR MORE INFORMATION CONTACT:
INVESTORS:
John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd., Suite 300
Finance and Administration, or Irving, Texas 75038
Brad Phillips, Treasurer Phone: 972-717-0300
MEDIA:
Eden Abrahams / Jennifer Felber
Joele Frank, Wilkinson Brimmer Katcher Phone: 212-355-4449
ABOUT DARLING
Darling International Inc. is the largest publicly traded, food
processing by-products recycling company in the United States. The Company
recycles used restaurant cooking oil and by-products from the beef, pork and
poultry processing industries into useable products such as tallow, feed-grade
fats and meat and bone meal. These products are primarily sold to animal feed
and oleo-chemical manufacturers around the world. In addition, the Company
provides grease trap collection services and sells equipment to restaurants.
FORWARD-LOOKING STATEMENTS
This media release contains forward-looking statements regarding the
business operations of Darling and the industry in which it operates. These
statements are identified by words such as "may", "will", "expect", "believe,"
"intend", "anticipate", "should", "estimate", continue", and other words
referring to events to occur in the future. These statements reflect Darling's
current view of future events and are based on its assessment of, and are
subject to, a variety of risks and uncertainties beyond its control, including
business and economic conditions in its existing markets that could cause actual
results to differ materially from those projected in such forward-looking
statements. Other risks and uncertainties regarding Darling, its business and
the industry in which it operates are referenced from time to time in the
Company's filings with the Securities and Exchange Commission. Darling is under
no obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements whether as a result of new information,
future events or otherwise.
--------------------------------------------------------------------------------
FOR MORE INFORMATION CONTACT:
INVESTORS:
John O. Muse, Executive Vice President of 251 O'Connor Ridge Blvd., Suite 300
Finance and Administration, or Irving, Texas 75038
Brad Phillips, Treasurer Phone: 972-717-0300
MEDIA:
Eden Abrahams / Jennifer Felber
Joele Frank, Wilkinson Brimmer Katcher Phone: 212-355-4449

EX - 99 3 mv5 - 16ex99 _ 1 . txt Exhibit 99 . 1 DARLING INTERNATIONAL INC . FOR IMMEDIATE RELEASE -------------------------------------------------------------------------------- NEWS RELEASE DARLING INTERNATIONAL COMPLETES ACQUISITION OF NATIONAL BY - PRODUCTS STRATEGIC COMBINATION EXPANDS DARLING 'S NATIONAL FOOTPRINT AND ENHANCES OPERATIONS AND FUTURE GROWTH PROSPECTS IRVING , TX , MAY 16 , 2006 - Darling International Inc . ( AMEX : DAR ) the largest publicly traded food processing by - products recycling company in the United States , today announced that it has completed its acquisition of National By - Products , LLC ( " NBP " ) , a leading independent rendering company based in Des Moines , Iowa . As previously announced , the transaction is valued at approximately $ 141 million in cash and stock , subject to post - closing adjustments . The purchase price consisted of $ 70.5 million in cash and an amount of Darling common shares equal to 20 percent of the company 's outstanding common shares on a fully diluted basis . Based upon today 's amount of outstanding Darling common shares of 65 . 4 million on a fully diluted basis , NBP unit holders will receive 16 . 3 million shares of Darling common stock . Darling International Chairman and Chief Executive Officer Randall Stuewe said , " We are very pleased to announce the completion of this acquisition , which represents a major step forward in our strategy to deliver value to our stockholders by growing our revenue , diversifying our raw material supplies and creating a larger platform to grow our restaurant services segment . The addition of NBP 's 42 operating facilities and 14 large - scale production facilities located throughout the Midwest will give us the scale , industry expertise and management talent to realize improved operating efficiencies and pursue new growth opportunities . Additionally , we expect NBP 's excellent track record of earnings and cash flow generation , as well as their solid balance sheet , to further enhance our capital structure " . -------------------------------------------------------------------------------- FOR MORE INFORMATION CONTACT : INVESTORS : John O . Muse , Executive Vice President of 251 O ' Connor Ridge Blvd . , Suite 300 Finance and Administration , or Irving , Texas 75038 Brad Phillips , Treasurer Phone : 972 - 717 - 0300 MEDIA : Eden Abrahams / Jennifer Felber Joele Frank , Wilkinson Brimmer Katcher Phone : 212 - 355 - 4449 ABOUT DARLING Darling International Inc . is the largest publicly traded , food processing by - products recycling company in the United States . The Company recycles used restaurant cooking oil and by - products from the beef , pork and poultry processing industries into useable products such as tallow , feed - grade fats and meat and bone meal . These products are primarily sold to animal feed and oleo - chemical manufacturers around the world . In addition , the Company provides grease trap collection services and sells equipment to restaurants . FORWARD - LOOKING STATEMENTS This media release contains forward - looking statements regarding the business operations of Darling and the industry in which it operates . These statements are identified by words such as " may " , " will " , " expect " , " believe , " " intend " , " anticipate " , " should " , " estimate " , continue " , and other words referring to events to occur in the future . These statements reflect Darling 's current view of future events and are based on its assessment of , and are subject to , a variety of risks and uncertainties beyond its control , including business and economic conditions in its existing markets that could cause actual results to differ materially from those projected in such forward - looking statements . Other risks and uncertainties regarding Darling , its business and the industry in which it operates are referenced from time to time in the Company 's filings with the Securities and Exchange Commission . Darling is under no obligation to ( and expressly disclaims any such obligation to ) update or alter its forward - looking statements whether as a result of new information , future events or otherwise . -------------------------------------------------------------------------------- FOR MORE INFORMATION CONTACT : INVESTORS : John O . Muse , Executive Vice President of 251 O ' Connor Ridge Blvd . , Suite 300 Finance and Administration , or Irving , Texas 75038 Brad Phillips , Treasurer Phone : 972 - 717 - 0300 MEDIA : Eden Abrahams / Jennifer Felber Joele Frank , Wilkinson Brimmer Katcher Phone : 212 - 355 - 4449
O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O