Draft of February 27, 2007
February 28, 2007
The Cronos Group Agrees
To Be Acquired For $16.00 Per Share
Luxembourg – (Business Wire) – February 28, 2007 —The Cronos Group
(Nasdaq: CRNS) announced today that it has entered into a definitive asset purchase
agreement with CRX Acquisition Ltd. (“CRX”), a newly-formed company to be owned
by certain members of Cronos’ current management team, FB Transportation Capital
LLC (“FB Transportation”), and third-party investors. Under the agreement, CRX will
purchase all of the assets and assume all of Cronos’ liabilities for a purchase price equal
to $16.00 per share, determined on a fully-diluted basis. The purchase price aggregates
approximately $133.7 million.
In connection with the sale, FB Transportation will purchase the majority of CRX’s
owned marine cargo container assets acquired from Cronos. CRX will manage these and
other marine container assets owned by other investors. CRX will be managed by
Cronos’ current management team.
The assets sale and related matters are subject to approval by Cronos’ shareholders, the
obtaining of certain third-party consents, and other customary closing conditions. The
acquisition is not subject to any financing contingency. Cronos anticipates completion of
the sale during the summer of this year.
The Board of Directors of Cronos has unanimously approved the sale and recommends
that Cronos’ shareholders approve the transaction at a special meeting of shareholders to
be called to consider the transaction.
Dennis J. Tietz (Chief Executive Officer and Chairman of the Board of Cronos), Peter J.
Younger (President, Chief Operating Officer, and a director of Cronos), and S. Nicholas
Walker, a director of Cronos, have entered into support agreements with
FB Transportation to vote their shares (including shares owned by affiliated entities),
representing 19% of Cronos’ outstanding shares, in favor of the transaction.