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Wednesday, July 5, 2000

Group weighing
bid for Castle
passes on offer

Murdock says the withdrawal
reconfirms that his $19.25 offer
to buy the company is fair

By Russ Lynch


As tomorrow's deadline approaches for Chairman David H. Murdock's buyout offer for Castle & Cooke Inc., the company yesterday issued a statement indicating that shareholders should not expect an offer higher than the $19.25 a share that Murdock is willing to pay.

Castle & Cooke Murdock said in the statement that a major real estate company's decision not to bid, after a close look at Castle & Cooke's books, means shareholders "who have been hesitating because of a possible competing bid" should wait no longer and should tender their shares.

Castle & Cooke said that a "significant real estate group" that requested anonymity conducted an extensive review of the company, with Castle & Cooke's help, with a view to making an offer. The company then said it would not make an offer.

"After its review, the real estate company advised Castle & Cooke that it saw no justification for an offer at a higher price than the $19.25 currently being offered by Flexi-Van," the wholly owned company Murdock is using as a vehicle for his bid, today's statement said.

"I am pleased that this extensive review by a large sophisticated real estate company with the financial ability to make a proposal further confirms that my offer price is fair in view of the company's business and prospects," Murdock said in the statement.

Murdock already owns 27 percent of Castle & Cooke's shares and is seeking the other 73 percent. His offer expires at the close of business, New York time, tomorrow.

Murdock originally offered $17 a share on March 29 but raised it to $18.50 on May 22, after the independent directors' committee and the financial advisers recommended the higher price. In settling some shareholder lawsuits, he raised the offer again on June 22, to the current level of $19.25 a share.

If he succeeds, Murdock will become sole owner of the company, which owns thousands of acres of land on the mainland and in Hawaii, including 98 percent of Lanai with its two resort hotels.

Shares of Los Angeles-headquartered Castle & Cooke closed down 6 cents today at $19.19 on the New York Stock Exchange.

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