Fox Paine & Company, LLC (Fox Paine), the San Francisco-based private equity firm, today announced that an entity formed by Fox Paine Capital Fund II International, L.P. has sold Advanta Netherlands Holdings BV (Advanta) to United Phosphorus Limited (UPL), the leading Indian agrochemical company based in Mumbai. UPL's subsidiary, Biowin Corporation Limited based in Mauritius, acquired 100% of Advanta's shares. Terms of the transaction were not disclosed.

Advanta is a leading supplier of seeds and seed technologies to major global and regional markets, providing added value to farmers, downstream industries and consumers by combining superior genetics with essential technologies and techniques. With operations in Australia, Asia and South America, the Company's research and development consists of superior breeding programs and bioscience techniques that have driven the development of a portfolio of elite, proprietary and highly differentiated germplasm. Established in 1996 through the combination of Royal Vanderhave Group of the Netherlands and Zeneca Seeds of the United Kingdom, Advanta's corporate heritage extends back to the 19th century with important R&D programs in rice, maize, sunflower, sorghum and canola. Advanta had total sales of euro 61 million in FY 2005.

Kevin Schwartz, Managing Director of Fox Paine, said, "We believe the combination of Advanta and UPL will help both companies accelerate their corporate strategies for growth. The significant value established for
Advanta's businesses -- through this transaction and predecessor transactions -- is due to the substantial efforts of many people within Advanta and Fox Paine who shared this vision."

"This transaction is the culmination of the efforts of many people, especially Advanta's management team and employees," said David Buckeridge, Chief Executive Officer of Advanta BV. "In addition, we found in Fox Paine a dedicated partner who both understood and supported -- operationally, financially and strategically -- our innovative agricultural technology, leading market positions and experienced management team. We are grateful to Fox Paine for the insight and expertise they brought to bear to improve all facets of our organization and for their leadership of the highly successful divestiture program which allowed management to focus on strengthening and growing our core businesses."

United Phosphorus Limited (UPL) is engaged in research, manufacture and distribution of agrochemicals and specialty chemicals across the globe. The Company's revenue's for the last 12 months ending Dec 2005 were in excess of USD$375 million. Through acquisitions, strategic alliances and network of over 36 subsidiaries, UPL has built a marketing network across the globe and its international revenues account for over 70% of its total revenues. It exports to over 100 countries, with primary markets in Europe and North America. UPL has over 2,400 employees and has 10 operating plants (8 in India, 1 in the United Kingdom and 1 in Argentina), which are all ISO compliant to the highest standards of Quality, Safety, Environment and Occupational Health.

Fox Paine & Company, LLC manages investment funds in excess of USD$1.5 billion that provide equity capital for management buyouts, going private transactions, and company expansion and growth programs. Fox Paine engages exclusively in friendly transactions developed in cooperation with a company's management, board of directors, and shareholders. The Fox Paine funds are managed on behalf of over 75 leading United States and international financial institutions, including public pension systems, Fortune 100 corporate pension plans, major life and property & casualty insurance companies, money center and super regional commercial banks, investment banking firms, and university endowments.

Mumbai, India
February 14, 2006

United Phosphorus Limited acquires Advanta Netherlands Holdings BV from Fox Paine & Company

United Phosphorus Limited (UPL) announced today that its subsidiary, Biowin Corporation Limited based in Mauritius, has acquired Advanta Netherlands Holdings BV, based in the Netherlands, in an all cash transaction from the US-based private equity firm, Fox Paine & Company, LLC. UPL will finance the transaction with funds raised through the recent foreign currency convertible bond (FCCB) issues and bank borrowings. YES Bank served as the exclusive financial and strategic advisor to UPL.

Advanta is a leading supplier of seeds and seed technologies to major global and regional markets, providing added value to farmers, downstream industries and consumers by combining superior genetics with essential technologies and techniques. With operations in Australia, Asia and South America, the Company’s research and development consists of superior breeding programs and bioscience techniques that have driven the development of a portfolio of elite, proprietary and highly differentiated germplasm. Advanta had total sales of EUR 61 million in [FY] 2005.

Established in 1996 through the combination of Royal Vanderhave Group of the Netherlands and Zeneca Seeds of the United Kingdom, Advanta’s corporate heritage extends back to the 19th century with important R & D programs in rice, maize, sunflower, sorghum and canola. Commenting on the transaction, Mr. Jai Shroff, Executive Director of UPL, said, “The acquisition of Advanta allows UPL to jump start our entry in the high end of the seeds business where the future of agriculture growth lies. This transaction not only makes us the largest player in some segments but also gives us leadership position in many important products. At the same time, it allows us further our relationship with distributors and farmers in these markets. We welcome the Advanta employees to the UPL family of companies, and will look for a smooth, quick integration.”

Mr. Kevin Schwartz, Managing Director of Fox Paine, said, "We believe the combination of Advanta and UPL will help both companies accelerate their corporate strategies for growth. This transaction successfully concludes our investment work with Advanta, which was to develop and invest in its market positions, product portfolio and technologies and ultimately find the strategic acquirers best positioned to further develop Advanta's diverse global business units. The success of this endeavor is due to the substantial efforts of many people within Advanta and Fox Paine who shared this vision."

UPL presentations (PowerPoint format):
- About Advanta (http://www.uplonline.com/externalnews/articles/Advanta.pps)
- The seed industry (http://www.uplonline.com/externalnews/articles/Advanta1.pps)

United Phosphorus Limited (UPL) is the largest Indian agrochemical company and among the top five generic companies globally in this industry. It is engaged in research, manufacture and distribution of agrochemicals and specialty chemicals across the globe. The Company’s revenue’s for the last 12 months ending Dec 2005 were in excess of USD 375 mm.(Rs. 1661 Crores). Through acquisitions, strategic alliances and network of over 36 subsidiaries, UPL has built a marketing network across the globe and its international revenues account for over 70% of its total revenues. It exports to over 100 countries, with primary markets in Europe and North America. UPL has over 2400 employees and has 10 operating plants (8 in India and 1 in UK and Argentina) all of them are ISO compliant to the highest standards of Quality, Safety, Environment and Occupational Health.