Nutreco Holding N.V. and Stolt-Nielsen S.A. announced today the signing of a Memorandum of Understanding to merge their worldwide fish farming, processing and marketing and sales operations into a stand-alone, independently financed new business entity. It is the intention that after the merger Nutreco will hold a 75% stake and Stolt-Nielsen 25% in the world’s largest aquaculture company. The new company will be named Marine Harvest.

Following the merger the company will be well capitalized and will have a strong balance sheet enabling Marine Harvest to have its own independent financing. After finalization of the integration process, Marine Harvest intends to pursue an Initial Public Offering (IPO) at the appropriate time.

The new Marine Harvest will incorporate annual sales of approximately EUR 1 billion in salmon, salmon trout and other farmed fish and will possess a high quality product portfolio including species such as cod, halibut, sturgeon, tilapia, barramundi and yellowtail. It is expected that this segment of species other than salmon will grow to 10% of sales in 2007.

Marine Harvest will employ over 6,000 employees and will be headed by Mr Hans den Bieman, currently chief operating officer of Nutreco Aquaculture. He and his staff will be based in the Netherlands. The transaction will be subject among other things to the approval of an Extraordinary General Meeting of Shareholders of Nutreco Holding N.V., normal due diligence, applicable regulatory and competition authorities’ requirements and other transaction agreements. Both companies will consult their works councils and unions. The boards of directors of the two companies have approved the signing of the Memorandum of Understanding. The transaction is expected to be closed in the first half of 2005.

In the coming months both partners will jointly work out a detailed plan for the merger, the structure of the new organization and the appointment of the management team.

 “The new Marine Harvest will be the undisputed global leader in farmed salmon and other fish species that are highly appreciated by consumers worldwide for their taste, nutritional value and health benefits”, Hans den Bieman said. “We will bring together best practices in customer services, innovative product development and value-added processing, cost efficiency and business development of other farmed fish species”.

“Marine Harvest will be uniquely capable of meeting the needs of the world’s buyers of quality seafood products, such as international retail chains, food service companies and food industry. We expect this merger to strengthen our position throughout the value chain and to create value for both our customers and investors.”

“The new Marine Harvest will benefit from substantial synergies in the farming, marketing and sales operations of the combined businesses. These global synergies will enable the company to reduce costs and to build competitive advantage by driving improvements in its farming operations, logistics, product mix and market penetration,” said Den Bieman.

“We are excited about this merger,” stated Niels G. Stolt-Nielsen, chief executive officer

of Stolt-Nielsen S.A. “The new Marine Harvest will bring together under one roof two outstanding companies to create a powerful global player in the aquaculture business. It will be a financially strong and viable company led by experienced, knowledgeable managers who firmly believe in the business of aquaculture and its future. Stolt-Nielsen S.A. is pleased to continue its involvement in aquaculture by joining forces with a major player who shares our vision of the industry going forward.”

Wout Dekker, Nutreco’s chief executive officer said that on the basis of the earlier announced strategic review of his company, the planned merger proves to be the best option to unlock value. “An independent and financially solid Marine Harvest will further extend its leadership in the promising aquaculture industry. At the same time we will be able to create more opportunities for growth and development for Nutreco’s Agriculture businesses and its global fish feed business Skretting. In that sense the planned transaction works both ways for our company.”

“Nutreco and Stolt have long recognized the need for further consolidation in the industry,”added  Dekker. “We expect the merger to act as a catalyst for the awaited restructuring of the international salmon industry.”

Stolt Sea Farm Holdings Plc with headquarters in Oslo in Norway employs currently 2,500 people and has farming operations in Norway, Scotland, Spain, Chile, Canada and Australia.

Stolt-Nielsen S.A. will retain its turbot and bluefin tuna operations. Nutreco’s current Marine Harvest organisation with its headquarters in Amersfoort, the Netherlands, employs about 4,200 people worldwide and has production operations in Norway, Chile, Scotland, Ireland, Canada, Japan and Australia.