The Clinton Herald, Clinton, Iowa

Agriculture

May 23, 2006

National By-Products sold

CLINTON — An Iowa company with a Clinton operation is being sold to the largest publicly traded food processing by-products recycling company in the United States.

National By-Products, a rendering company headquartered in Des Moines that operates a plant in Clinton, will be sold to Darling International. The transaction is valued at about $141 million in cash and stock, subject to post-closing adjustments.

“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,” said Darling International Chairman Randall Stuewe.

He said the addition of National By-Product’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.”

Darling 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 projects 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.

Under terms of the agreement, National By-Products unit holders will receive $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 upon completion of the transaction.

National By-Products was founded in 1933 and is one of the nation’s leading independent renderers. The company collects and recycles animal by-products and used cooking oil from livestock producers, meat packers, grocery stores and restaurants and sells its products nationally and internationally to manufacturers of chemicals, soap, cosmetics, plastics, lubricants, livestock and poultry feeds, pet foods and leather goods.

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