OREANDA-NEWS. January 28, 2010. Kernel Holding S.A. ("Kernel") is pleased to announce that, following the call option agreement signed on 13 January 2010 (current report no 1/2010) to acquire a controlling interest in the Allseeds group of companies ("Allseeds"), Kernel has provided minority shareholders a binding offer (the "Offer") to acquire a 37.6% minority shareholders interest in Allseeds, subject to the Antimonopoly Committee of Ukraine's approval ("AMC approval") of the whole transaction.

The Offer is based on a USD 222 million enterprise value for Allseeds, equivalent to the valuation agreed with the majority shareholders for a controlling interest in Allseeds. Kernel will pay a basis of USD 28 million for the minority shareholders' 37.6% interest in Allseeds, in cash installments and subject to the following adjustments: a first adjustment option offered to the minority shareholders provides for adjustments in respect of Allseeds working capital and Net debt as of 31 March 2010, while a second adjustment option offered to the minority shareholders proposes adjustments based on multiples of Allseeds average EV/EBITDA and P/E as of 31 March 2009 and 2010.

The Offer is valid until 31 January 2010, with a view to entering into binding documentation by 21 February 2010 latest. Should the Offer not be accepted by the Minority shareholders by 31 January 2010, Kernel, upon exercise of the call option agreement entered into on 13 January 2010 and subject to AMC approval, will manage Allseeds as the majority shareholder.