EXELS OFFER FOR TIBBETT & BRITTEN BECOMES UNCONDITIONAL

Exel, the global leader in supply chain management, today confirms that all regulatory competition procedures and required shareholder approvals have now been received and its cash offer for Tibbett & Britten is now unconditional.  Exel offered 668 pence in cash for each Tibbett & Britten share, valuing the entire issued and to be issued ordinary share capital of Tibbett & Britten at approximately 328 million.  The cash consideration payable under the offer will be funded from Exels own resources and bank facilities.

   This acquisition strengthens Exels customer focused strategy and provides real and significant strategic benefits by combining the two businesses, enhancing growth opportunities.  The acquisition will reinforce Exels position in contract logistics outside the UK and provide critical mass in a number of key markets, offering complementary skills and customers in the non-food retail market, a key growth area for Exel, and create opportunities to cross-sell integrated supply chain and freight management solutions to Tibbett & Britten customers.  It is expected that the deal will add approximately 70% to Exels contract logistics turnover in both Continental Europe and the Americas.  The turnover of Tibbett & Brittens activities in Continental Europe and the Americas for the year ended 31 December 2003 were 283 million and 597 million, respectively.


   Exel will commence integration of Tibbett & Britten immediately and is looking to complete the majority of this process by 31 December, 2004, with the majority of Tibbett & Brittens business being amalgamated within the global Exel brand.  It is anticipated that the amalgamation of the two businesses and streamlining of functions will generate cost savings of around 15-20 million per annum.

   John Allan, Chief Executive of Exel, commented, With the news that this offer has gone unconditional, we are now in a position to start integrating Exel and Tibbett & Britten.  We have a great deal of experience in this area since the successful merger of Ocean and NFC to form Exel four years ago, and a number of other acquisitions in the interim. We plan to achieve total integration as quickly as possible, to focus upon our customers and to maintain emphasis upon continued growth.