Koninklijke Frans Maas Groep N.V. (”KFM”) and DSV A/S (”DSV”) announce that they have entered into talks about a possible merger of the two businesses. DSV has informed KFM that it is considering making an indicative cash offer of EUR 38 per share including any dividend for 2005 and that a majority of KFM’s shareholders have agreed to support such possible transaction. Talks are at an early stage but they are serious and constructive in nature.

The parties consider that talks are appropriate in light of ongoing consolidation in the industry and the complementary nature of the two businesses. The confidentiality and stand still arrangements entered into open the way to mutual exchange of information and further discussions.

Any possible transaction would be subject to, inter alia, the approval of the parties’ respective management and supervisory boards. In making this announcement, the parties are also responding to possible speculation in the market and recent movements in KFM’s share price. KFM will make a further announcement on the process at an appropriate time. The parties will in any case make an announcement should the talks lead to a justified expectation that agreement will be reached.

Koninklijke Frans Maas Groep N.V. is an international logistics service provider offering a wide range of services: from a complete package of international freight forwarding activities to complex supply chain management projects in which Frans Maas manages all or part of the customer?s goods flow. With more than 225 group-owned locations in all European countries and three countries in North Africa (Morocco, Algeria and Tunisia), Frans Maas serves its customers at both local and pan-European level. Frans Maas has a world wide yearly turnover of 1.1 billion EUR released by the group’s 7800 employees. The authorised capital of KFM amounts to ? 115.2 million, divided into ? 57.6 million ordinary shares and ? 57.6 million cumulative preference shares, of which 5,858,193 ordinary ? 4.80 shares are in issue. Depositary receipts for the shares are traded on Euronext Amsterdam. Frans Maas’ market capitalisation as at year-end 2004 totalled ? 137.6 million.

DSV operates under the name of DFDS Transport as a global supplier of transport and logistics services. In 1976 DSV was founded with only one employee, Managing Director Leif Tullberg. Today DSV has more than 11,000 employees. The Group is established with own operations in 36 countries all over the world. Supplemented by partners and agents, services are however offered in more than 100 countries making DFDS Transport a truly global player. Via professional and advantageous overall solutions a worldwide yearly turnover of 2.9 billion EUR is realised by the Group’s 11,000 employees.

Source: Royal Frans Maas

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