Ebro Foods and Ricegrowers limited – Sunrice sign scheme implementation agreement

Madrid, 25 November 2010. Further to the announcement of 20 October 2010, Ebro Foods (www.ebrofoods.es) has entered into a Scheme Implementation Agreement with Ricegrowers Limited, trading as SunRice (www.sunrice.com.au).

Under the binding terms and conditions of the SIA Ebro Foods would acquire 100% of the capital of SunRice on the basis of an Enterprise Value of approximately A$600 million (440 million euro).

As part of the transaction, Ebro Foods will enter into a Continuity Undertaking Deed Poll, which sets out a number of key commercial principles related to SunRice and its business after the acquisition. This includes the undertaking of Ebro Foods to purchase rice crops, the associated pricing mechanisms, the establishment and role of a Grower Advisory Board and the commitment to research and development as well as community and grower relations.

The transaction will be effected by way of a scheme of arrangement pursuant to Australian law and is subject to the approval of SunRice shareholders and the Australian courts. SunRice shareholders are expected to vote on the transaction in March and, subject to satisfaction of all of the conditions in the SIA including regulatory approvals, it is anticipated that completion would occur in April 2011.

The board of SunRice unanimously recommend that its shareholders vote in favour of the transaction, subject to no superior proposal emerging and confirmation by an Independent Expert that the transaction is in the best interests of its shareholders.
Ebro Foods is advised by Morgan Stanley and DLA Phillips Fox on this transaction.

About Ebro Foods

Ebro Foods (www.ebrofoods.es) is the leading Group in the Spanish food sector in terms of turnover, profit, market capitalisation and international presence. Ebro Foods is world leader in the rice sector and the second group in the international pasta sector. It has leading brands in each of these sectors, including: Panzani®, Ronzoni®, Skinner®, Healthy Harvest®, American Beauty®, Saint Giorgio®, Catelli®, Lancia®, Birkel®, 3 Glocken®, Schuele®, Minuto® and Nudel Up® in pastas and sauces; and Mahatma®, Success®, Carolina®, Minute Rice®, Lustucru®, Taureau Ailé®, Oryza®, Bosto®, Reis-Fit®, Riceland®, Danrice®, Risella®, Brillante®, Nomen®, La Cigala® and La Fallera® in the rice sector.

About SunRice

SunRice is an Australian company that supplies high quality and innovative consumer branded rice food products to approximately 60 countries around the world. Anchored in regional New South Wales, it operates state-of-the-art processing facilities that mill and pack rice and rice flour, and manufacture rice cakes and specialty rice foods.

SunRice¿s operations extend to the USA, the Middle East, Papua New Guinea and the Solomon Islands. Its strong portfolio of brands include SunRice, SunWhite, Always Fresh, CopRice, Trukai, Roots, Hinode, Harvest and Tumbles.

For more information visit www.sunrice.com.au