28.2.
PALEX AND IFCO ANNOUNCE AMENDMENT TO MERGER AGREEMENT
HOUSTON, October 6, 1999 – PalEx, Inc. (“PalEx” or the “Company”) (NASDAQ: PALX) and
International Food Container Organization (“IFCO”) announced today that they have executed an
amendment to their previously announced merger agreement. The amendment modifies the form of
consideration to be received by PalEx’s shareholders and extends the termination date of the merger
agreement to May 31, 2000.
Under the terms of the amended merger agreement, PalEx’s stockholders will receive merger
consideration of $9.00 per share. Each PalEx stockholder may elect to receive the merger
consideration in the form of cash or common stock of the combined enterprise, IFCO Systems N.V.
(“IFCO Systems”), or in a combination of cash and common stock. The merger will be completed
concurrently with an initial public offering by IFCO Systems on the Frankfurt Stock Exchange.
ADRs or similar securities representing the IFCO Systems shares will also be listed on the Nasdaq
National Market.
The merger agreement provides that the $9.00 stock component in the merger will be determined
based on the initial public offering price of IFCO Systems’ shares. The total merger consideration for
all of the shares of PalEx common stock is limited to not less than 40% in cash and not more than
60% in the form of IFCO Systems common stock. If PalEx stockholders in the aggregate elect to
receive more than 40% of the total merger consideration in cash, then the maximum amount of cash
consideration will be increased to up to 49% of the total merger consideration and the stock
component of the consideration will be reduced by a corresponding amount.
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