Stolt Sea Farm Mails Offer for International Aqua Foods Ltd. For CAD 1.70 Per Share USD 11 Million in Total Cash

Business Wire, July 19, 1999

LONDON--(BUSINESS WIRE)--July 19, 1999--

Stolt Sea Farm Inc. ("SSF"), the wholly-owned Canadian subsidiary of Stolt Sea Farm Holdings Ltd. which is a subsidiary of Stolt-Nielsen S.A. (Nasdaq:STLTF, STLBY; Oslo Stock Exchange:SNIB), today announced it has mailed its Offer to purchase all of the issued and outstanding shares, including those which may be issued upon exercise of outstanding options, of International Aqua Foods Ltd. (Toronto Stock Exchange:IAF) at CAD 1.70 per share cash.

On April 12, 1999, the board of directors of IAF announced that High Liner Foods Incorporated ("High Liner"), which owns 2,185,550 common shares of IAF, and COTE 100 Inc. ("COTE 100"), which owns 2,459,500 common shares of IAF, were actively seeking buyers for IAF. The shares held by High Liner and COTE 100 comprise approximately 55.81% of the outstanding common stock of IAF.

SSF announced on June 28, 1999 that it had entered into separate Lock-Up Agreements with High Liner and COTE 100. The Lock-Up Agreements provide that upon SSF making an Offer to purchase all the outstanding common shares of IAF, both High Liner and COTE 100 will irrevocably and unconditionally tender the common shares held by them to that Offer.

SSF's Offer is subject to certain conditions including that at least 75% (on a fully-diluted basis) of the common shares of IAF are tendered to the Offer and are not withdrawn, and there being no adverse change in the business, financial conditions, or prospects of IAF. The Offer, which is not subject to financing, is open for acceptance until 9:00 a.m. (Toronto time) on August 10, 1999, unless extended or withdrawn.

The CAD 1.70 per common share cash consideration offered represents an approximately 48% premium to the closing price of IAF on June 25, 1999, the last trading day before the first public announcement of SSF's intention to make the Offer, and a premium of approximately 62% to the closing price of IAF on April 9, 1999, the last trading day prior to the first public announcement that High Liner and COTE 100 were seeking buyers for their interests.

Niels G. Stolt-Nielsen, Chief Executive Officer of SSF, said, "The proposed acquisition of IAF is an important and exciting step in SSF's strategy of geographic and product expansion and increased market penetration. The combination of IAF's Canadian west coast and Maine salmon operations with SSF's existing operations in North America is a particularly good fit and will make SSF the leading North American farmed salmon producer."

International Aqua Foods Ltd. is an international aquaculture corporation. The company is involved in salmon and tilapia hatchery and farming operations in Canada and the United States, and salmon and trout farming in Chile.

Stolt Sea Farm, wholly-owned by Stolt-Nielsen S.A. ("SNSA"), produces and markets high quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon, and caviar. Production sites are located in Europe and the Americas with marketing offices in Europe, North America, and Asia Pacific. SNSA's Stolt-Nielsen Transportation Group Ltd. ("SNTG"), is one of the world's leading providers of transportation services for bulk liquid chemicals, edible oils, acids, and other specialty liquids. SNTG through its parcel tanker, tank container, terminal, rail, and barge services, provides integrated transportation for its customers. SNSA also owns 45 percent of Stolt Comex Seaway S.A. (Nasdaq:SCSWF, SCSAY; Oslo Stock Exchange:SCS, SCSA), which is among the largest subsea services contractors in the world. SCS specializes in providing engineering, flowline lay, construction, inspection, and maintenance services to the offshore oil and gas industry.

This news release contains forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Actual future results and trends could differ materially from those set forth in such statements due to various factors. Additional information concerning these factors is contained from time to time in the Company's U.S. SEC filings, including but not limited to the Company's report on Form 20-F for the year ended November 30, 1998. Copies of these filings may be obtained by contacting the Company or the U.S. SEC.