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REX Stores' Interest in Millennium Ethanol, LLC to Be Acquired by U.S. BioEnergy Corporation
Friday June 1, 11:05 am ET

DAYTON, Ohio--(BUSINESS WIRE)--REX Stores Corporation today announced that pursuant to the May 31, 2007 announcement by U.S. BioEnergy Corporation of its proposed acquisition of Millennium Ethanol, LLC, of Marion, South Dakota, REX has entered into an agreement with U.S. BioEnergy Corporation and Millennium Ethanol for the conversion of REX's $14 Million Convertible Secured Promissory Note, and Related Purchase Rights. Pursuant to the $14 Million Convertible Secured Promissory Note, as funded in December 2006, and Related Purchase Rights, REX's interest will convert to 33.92% of the membership interests in Millennium Ethanol, LLC.

As announced by US BioEnergy Corporation, the aggregate consideration payable to Millennium's members in the transaction is approximately $135 million payable in US BioEnergy common stock, cash, or any combination thereof at US BioEnergy's election; provided that, in no event will US BioEnergy issue more then 11.5 million shares of stock in the transaction. If US BioEnergy would otherwise be required to issue more than 11.5 million shares of stock to provide approximately $135 million of value, US BioEnergy will pay the balance of the consideration in cash. If, however, the closing price of US BioEnergy's common stock for the ten trading days immediately prior to the Special Meeting of Millennium's members to approve the merger is greater than or equal to $15.88 per share, the aggregate consideration payable to Millennium's members will be 8.5 million shares of US BioEnergy common stock.

Based upon the May 31, 2007 closing price of US BioEnergy Corporation common shares, REX would receive approximately 3.3 million shares of US BioEnergy Corporation.

The proposed transaction is subject to customary closing conditions and regulatory approvals, including the approval of Millennium's members. The transaction is expected to close in the third quarter of this year and has been unanimously approved by the governing boards of US BioEnergy and Millennium, respectively.

Millennium's plant, which is located near Marion, SD and is expected to begin production in the first quarter of 2008, is expected to produce approximately 100 million gallons of ethanol per year and 320,000 tons of dried distillers grains annually. Over the past eight years, REX has been active in several synthetic fuel investments and in addition to Millennium, REX has agreements to participate in four ethanol entities. REX Stores Corporation is also a specialty retailer of consumer electronic products and appliances. As of April 30, 2007, the Company operated 164 retail stores in 35 states under the trade name "REX."

Source: REX Stores Corporation

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