October 12, 1999
Contact: Elinor A. Wexler
Director, Corporate Communications
(415) 677-8990
FOR IMMEDIATE RELEASE
The Cronos Group
(NASDAQ-CRNS)
444 Market Street, 15th Floor
San Francisco, CA 94111
San Francisco, California, October 12, 1999
– The Cronos Group announced today that its
Board of Directors has rejected, as inadequate,
the proposal made by Interpool, Inc. (NYSE:IPX)
to acquire the Company for $5.00 per share by
merger with Interpool’s 50%-owned
subsidiary, Container Applications International,
Inc. In reaching this conclusion, the Board
relied, in part, upon the opinion of its
financial advisors, First Union Securities, Inc.
("First Union").
The Board has retained First Union to assist
it in considering strategic alternatives
available to the Company to enhance shareholder
value, including a possible sale of the Company.
In his letter to the President of Interpool,
Dennis J. Tietz, CEO of Cronos, advised Interpool
that if it wished to pursue a transaction with
Cronos on terms other than those set forth in its
September 21st proposal, it should commence talks
with Cronos’ financial advisors, First
Union. Mr. Tietz’ letter to Interpool is set
forth below
"The business plan that the Company has
adopted is sound and is working," commented
Mr. Tietz. "We are on the road to returning
this Company to profitability. The Board made the
right decision in rejecting the Interpool
proposal as inadequate. At the same time, we owe
it to our shareholders to consider, in addition
to remaining independent, strategic alternatives
to enhance shareholder value and to provide
liquidity to our shareholders."
Mr. Tietz cautioned that despite the
Board’s authorization to pursue all
strategic alternatives, there can be no assurance
that any transaction will result from this
process.
The text of Mr. Tietz’ letter to
Interpool follows:
October 8, 1999
Raoul Witteveen
President
Interpool, Inc.
633 Third Avenue, 17th Floor
New York, New York 10017
Dear Raoul:
By your letter to me of September 21, 1999,
you stated that Interpool, Inc.
("Interpool") was prepared to enter
into good faith negotiations with The Cronos
Group (the "Company") to structure an
acquisition of the Company by Container
Applications International, Inc., pursuant to
which each shareholder of the Company would
receive $5.00 per share in cash.
You stated several conditions to your proposal
and indicated that if you did not receive a
"satisfactory" response by 3:00 p.m.
New York City time, the following day, September
22nd, then Interpool intended to take the
proposal directly to the Company’s
shareholders.
The Board of Directors of the Company has now
evaluated the proposal set forth in your letter
and has unanimously determined that it is
inadequate, is not in the best interest of the
Company or its shareholders, and should be
rejected. In reaching this conclusion, the Board
has relied, in part, upon the opinion of its
financial advisors, First Union Securities, Inc.
("First Union").
The Board has retained First Union to assist
it in considering strategic alternatives
available to the Company to enhance shareholder
value, including a possible sale of the Company.
Should you wish to pursue such a transaction with
the Company on terms other than those set forth
in your September 21st letter, then I invite you
to contact First Union.
Very truly yours,
/s/Dennis J. Tietz
Chairman of the Board
Chief Executive Officer
cc: Raymond C. Groth,
Managing Director
First Union Securities, Inc.
CERTAIN INFORMATION CONCERNING
PARTICIPANTS
The Cronos Group ("Cronos") and the
following persons named below may be deemed to be
"participants" in the solicitation of
proxies from the shareholders of Cronos in
connection with the 1999 annual meeting of
shareholders and any adjournment or continuation
thereof: the current directors of Cronos (Dennis
J. Tietz (Chairman of the Board and Chief
Executive Officer of Cronos), Maurice Taylor,
Charles Tharp, and S. Nicholas Walker); the
following nominees for election as directors at
the 1999 annual meeting of shareholders: Peter J.
Younger (Chief Financial Officer of Cronos), and
Robert M. Melzer; and Elinor A. Wexler, Director,
Corporate Communications of Cronos. The Board has
retained director-nominee Melzer as an advisor to
assist the Board in considering the strategic
alternatives available to Cronos in response to
the Interpool proposal.
Dennis J. Tietz is the Chairman of the Board
and Chief Executive Officer of Cronos and holds
options to acquire 321,600 shares of Common Stock
of Cronos; Peter J. Younger is the Chief
Financial Officer of Cronos and holds options to
acquire 10,800 shares of Common Stock of Cronos;
Robert M. Melzer owns 10,000 shares of Common
Stock of Cronos; and Elinor A. Wexler is
Director, Corporate Communications of Cronos and
holds options to acquire 5,400 shares of Common
Stock of Cronos.