EPL Technologies acquires U.K. food packaging company; Completes $9.5 million financing, plans to apply for listing on NASDAQ small cap market.

WEST CONSHOHOCKEN, Pa.--(BUSINESS WIRE)--Oct. 4, 1995--EPL Technologies (OTC Bulletin Board: EPTG) today announced the acquisition of BPS Ltd., a Manchester, England based manufacturer of perforated packaging materials which will materially enhance EPL's capabilities to maintain the integrity of fresh cut produce.

The company announced it had completed an aggregate $9.5 million in financing, $5.5 million of which was raised in a private placement of common stock with accredited institutional and private investors in the US and UK. The majority of the proceeds of the placement facilitated completion of the BPS acquisition. The balance is available for general working capital purposes and for fees and expenses of the offering. The placement was made through the issuance of 2,750,000 shares of common stock at $2.00 (US) per share.

In addition to the private equity offering, the company's principal shareholder, Trilon Dominion Equities, L.L.C., in which Dominion Capital, inc. a subsidiary of Dominion Resources (NYSE:D) is a member, is converting $4,050,000 in EPL long-term debt to equity on the same financing terms as the private placement, i.e., at a price of $2.00 per share (subject to adjustments for interest accrued through the date of conversion). Dominion Capital participated in the refinancing of the company in December 1992. One of the company's other principal shareholders is an affiliate of Basel, Switzerland-based Jungbunzlauer Holding AG, a leader manufacturer of citric acid which is a key ingredient in EPL's patented processing formulations.

Pro forma the acquisition of BPS, EPL Technologies will have annualized sales in excess of $7.5 million and $8.0 million in stockholders equity and believes, subject to meeting share price criteria, it will qualify for listing on the NASDAQ small cap market, to which it plans to make a listing application no later than promptly following the filing of its report on Form 10K for the year ending Dec. 31, 1995.

Through its processing aids and subsidiaries that provide proprietary packaging services, EPL is in the business of maintaining the integrity of fresh cut produce, a consumer convenience segment of the fresh vegetable market that has grown at a rate in excess of 40 percent per annum for the last five years, and the company believes will continue to grow at a substantial rate into the foreseeable future.

Since its management reorganization and refinancing in Dec. 1992, EPL's sales have grown from $177,000 in 1993 to $578,000 in 1994, a second quarter annualized sales rate of $1.1 million and a pro forma annualized sales rate, including the acquisition of BPS, in excess of $7.5 million. In the same three year period the company has grown from offering one product, Carrot Fresh(TM), to offering a wide range of commercially available products, addressing eight separate vegetable categories, three of which are patented, with patents pending on two others. Additional products are at various stages of testing and development, including a Potato Fresh product which, the company believes could eliminate the need for the use of sulfites in fresh potato processing. EPL is currently serving less than 8 percent of its identified target customer market and a far lesser percentage of its target market's processing volume.

Paul L. Devine, who was brought in as president and chief executive on the reorganization and financing of the company in 1992, stated: "The BPS acquisition and related financings represent a centrally strategic accomplishment for our company. We have acquired both critical economic mass with a pro forma annualized sales base of $7.5 million, growing faster than the market growth rate and a proprietary film perforating technology that can significantly enhance the demonstrated effectiveness of our processing technologies. We have also acquired a formidable technical team in the BPS management/employee group who share both our strategic goals and standards of practice."

The identified market for our technology in the United States alone is both enormous and accessible. Europe is equally as large a marketplace. We have fresh equity capital, are debt free and see our opportunities as limitless. We can now more aggressively attack that marketplace as part of our plans to grow our business to its full potential."

CONTACT: EPL Technologies, Inc.

Paul L. Devine, 610/834-9600

or

Kehoe, White, Savage & Co.

John P. Kehoe/Van Negris, 212/888-1616