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THE BOARDS OF DIRECTORS OF DIBRELL BROTHERS AND STANDARD COMMERCIAL APPROVE AN AGREEMENT IN PRINCIPLE TO MERGE THE TWO COMPANIES

 DANVILLE, Va., March 26 /PRNewswire/ -- Dibrell Brothers, Incorporated (NASDAQ: DBRL), Danville, Va. and Standard Commercial Corporation (NYSE: STW), Wilson, N.C. jointly announced that their respective Boards of Directors unanimously approved today an agreement in principle to merge the two companies. It is expected that the merger will occur on a tax-free basis and that the resulting fully diluted equity would be owned 60 percent by Dibrell Brothers shareholders and 40 percent by Standard Commercial shareholders.
 Both Dibrell Brothers and Standard Commercial purchase, process and sell leaf tobacco on a worldwide basis. Each company also has significant non-tobacco activities, Dibrell as an importer and distributor of cut flowers and Standard as a buyer, processor and seller of wool.
 The management team of the merged companies will be led by Claude B. Owen, Jr. as President and Chief Executive Officer and J. Alec G. Murray as Executive Vice President. Owen, based in Danville, is presently Chairman and Chief Executive Officer of Dibrell Brothers while Murray, based in Godalming, England, is Vice Chairman and Chief Executive Officer of Standard Commercial. The consummation of the merger is subject to customary contingencies and conditions, including the execution of a definitive merger agreement, final approval by each company's board and shareholders and necessary government and third party consents.
 "We view this merger as a significant opportunity to better serve our customers and our shareholders," said Owen. "In order to meet the needs of our customers around the world, our operations need to be lean and highly efficient. This merger between Dibrell and Standard will allow us to optimize the utilization of our respective leaf processing facilities and to target our combined resources to their best use. The merged companies will continue to be managed for shareholder value. We believe that this merger will contribute to increased earnings per share in 1994 and beyond as well as to sustained profitable growth."
 Murray said that, "Upon completion of this merger, the combined strength of Standard and Dibrell will allow us to economize where appropriate while committing resources to expanding markets throughout the world including Eastern Europe and China. Standard's and Dibrell's tobacco businesses around the world are highly complementary to each other and offer significant opportunities for synergy. All of Standard Commercial's stakeholders, expecially its shareholders and customers, will benefit from this merger."
 Ery W. Kehaya, Chairman of the Board and retired Chief Executive Officer of Standard Commercial, will serve as non-executive board chairman of the merged entity. Kehaya has agreed to vote his 2.9 million shares of Standard Commercial stock, representing approximately 33 percent of the common shares outstanding, in favor of the merger. Subsequent to the merger, Kehaya will own 10.8 percent of the outstanding shares of the merged entity on a fully diluted basis.
 The merger will be accounted for as a pooling of interests. Combined worldwide tobacco revenues for the two companies for the 12 months ended December 31, 1992, were in excess of $1.5 billion. Total non-tobacco revenues, consisting principaly of Dibrell Brothers' cut flower business and Standard Commercial's wool business, were $720 million. Based on calendar year 1992 results, net income from continuing operations on a proforma basis, before the recognition of any cost savings or synergies, would be $58.8 million.
 The companies expect that the merger will be completed within 90 to 120 days.
 -0- 3/26/93
 /CONTACT: J.O. Hunnicutt, Dibrell Brothers, Incorporated, 804-791-0151/
 (DBRL STW)


CO: Dibrell Brothers, Incorporated; Standard Commercial Corporation ST: Virginia, North Carolina IN: TOB SU: TNN

SB-JM -- CH004 -- 0205 03/26/93 18:06 EST
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Date:Mar 26, 1993
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