EX-99.1
3
ex99-1_022806.htm
PRESS RELEASE DATED MARCH 2, 2006, ANNOUNCING ENTRY INTO ASSET PURCHASE AGREEMENT WITH DEL MONTE CORPORATION
Press Release dated February 28, 2006, announcing entry into Asset Purchase
Agreement with Del Monte Corporation
Exhibit
99.1
Press
Release
TreeHouse
Foods, Inc. to Acquire Private Label Soup and Infant Feeding
Businesses
Westchester,
IL, March 2, 2006 -- TreeHouse
Foods, Inc. (NYSE:THS) today announced it has entered into a definitive
agreement to acquire the private label soup and infant feeding businesses
of
Del Monte Foods Company (NYSE:DLM). The soup business is the market leader
in the private label wet soup category. The Nature's
Goodness®
infant
feeding business is the #3 brand in the U.S. infant feeding category.
TreeHouse
has agreed to pay $268 million in cash for the businesses, plus an adjustment
for working capital. The transaction is expected to close in the first
quarter
2006, subject to satisfaction of customary closing conditions. The transaction
will be financed primarily through borrowings under the Company's existing $400
million credit facility. "This is a significant transaction for TreeHouse,"
commented Sam K. Reed, Chairman and Chief Executive. "Canned soup is a very
large and growing category for food retailers and this acquisition establishes
TreeHouse as the leading supplier of private label soup. These businesses
fit
well with our Bay Valley Foods platform as the leading supplier of private
label
pickles and non-dairy coffee creamer. Our revenue base will grow from
approximately $700 million to $1 billion on an ongoing basis".
For
the
12 months ending April 30, 2006 the private label soup and infant feeding
businesses together are expected to generate approximately $295 million
of net
sales. Based upon forecast results for calendar 2006, preliminary purchase
accounting allocations and the costs of integrating operations, TreeHouse
anticipates the transaction will be modestly accretive to 2006 earnings.
The
soup
business manufactures and distributes condensed soup, ready-to-serve soup,
broth
and gravy, primarily to supermarkets and mass merchandisers for sale under
the
retailer's own label. The business has an estimated 70% volume share of private
label soup, which in turn has about a 10% penetration of the wet soup category.
The
Nature's
Goodness®
offerings include a complete product line focused on the four steps of
a baby's
development. Products include a wide variety of baby cereals, fruits,
vegetables, juices, meats, dinners and desserts, as well as a Toddler
Cuisine®
line
of
products intended to resemble adult-style meals. Products are sold to customers
in the grocery, mass and foodservice channels. The Nature's
Goodness®
infant
feeding business is the #3 brand in the U.S. infant feeding category with
an
approximately 5% dollar share in the U.S. retail market.
Soup
and
infant feeding products are manufactured at facilities in Pittsburgh, PA
and
Mendota, IL. TreeHouse will acquire the Pittsburgh, PA manufacturing facility
and distribution center and enter into a long-term lease agreement at Del
Monte's Mendota, IL manufacturing facility. The businesses' headquarters will
remain in Pittsburgh, Pennsylvania. TreeHouse does not anticipate any
significant changes to the existing operations.
"Both
Pittsburgh and Mendota are excellent facilities that have been well run
by Del
Monte. We look forward to working with employees there to build the businesses,"
commented Reed.
Wachovia
Securities is acting as financial advisor to TreeHouse in connection with
the
transaction.
CONFERENCE
CALL
A
webcast
to discuss the agreement to acquire the businesses will begin at 10:00
a.m. EST
today. It may be accessed by visiting the "Webcast" section of the
company website at http://www.treehousefoods.com.
ABOUT
TREEHOUSE FOODS
TreeHouse
is a food manufacturer servicing primarily the retail grocery and foodservice
channels. Its products include pickles and related products; non-dairy
powdered
coffee creamer; and other food products including aseptic sauces, refrigerated
salad dressings, and liquid non-dairy creamer. TreeHouse believes it is
the
largest manufacturer of pickles and non-dairy powdered creamer in the United
States based on sales volume.
ABOUT
DEL
MONTE FOODS
Del
Monte
Foods is one of the country's largest and most well known producers,
distributors and marketers of premium quality, branded and private label
food
and pet products for the U.S. retail market, generating over $3 billion
in net
sales in fiscal 2005. With a powerful portfolio of brands including Del Monte®,
Contadina®, StarKist®, S&W®, Nature's Goodness®, College Inn®, 9Lives®,
Kibbles 'n Bits®, Pup-Peroni®, Snausages®, Pounce® and Meaty
Bone®,
Del
Monte products are found in nine out of ten American households. For more
information on Del Monte Foods Company (NYSE:DLM), visit the Company's
website
at www.delmonte.com.
FORWARD
LOOKING STATEMENTS
This
press release contains "forward-looking statements." Forward-looking statements
include all statements that do not relate solely to historical or current
facts,
and can generally be identified by the use of words such as "may", "should,"
"could", "expect", "seek to", "anticipates", "plans", "believes", "estimates,"
"intends", "predicts", "projects", "potential" or "continue" or the negative of
such terms and other comparable terminology. These statements are only
predictions. The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties and other
factors that may cause the company or its industry's actual results, levels of
activity, performance or achievements to be materially different from any
future
results, levels of activity, performance or achievement expressed or implied
by
these forward-looking statements. TreeHouse's Registration Statement on Form 10
discusses some of the factors that could contribute to these differences.
You
are cautioned not to unduly rely on such forward-looking statements, which
speak
only as of the date made, when evaluating the information presented in
this
presentation. The company expressly disclaims any obligation or undertaking
to
disseminate any updates or revisions to any forward-looking statement contained
herein, to reflect any change in its expectations with regard thereto,
or any
other change in events, conditions or circumstances on which any statement
is
based.
CONTACT
Investor
Relations
TreeHouse
Foods, Inc.
(708)
483-1300 Ext. 1344

EX - 99 . 1 3 ex99 - 1 _ 022806 . htm PRESS RELEASE DATED MARCH 2 , 2006 , ANNOUNCING ENTRY INTO ASSET PURCHASE AGREEMENT WITH DEL MONTE CORPORATION Press Release dated February 28 , 2006 , announcing entry into Asset Purchase Agreement with Del Monte Corporation Exhibit 99 . 1 Press Release TreeHouse Foods , Inc . to Acquire Private Label Soup and Infant Feeding Businesses Westchester , IL , March 2 , 2006 -- TreeHouse Foods , Inc . ( NYSE : THS ) today announced it has entered into a definitive agreement to acquire the private label soup and infant feeding businesses of Del Monte Foods Company ( NYSE : DLM ) . The soup business is the market leader in the private label wet soup category . The Nature 's Goodness ® infant feeding business is the # 3 brand in the U . S . infant feeding category . TreeHouse has agreed to pay $ 268 million in cash for the businesses , plus an adjustment for working capital . The transaction is expected to close in the first quarter 2006 , subject to satisfaction of customary closing conditions . The transaction will be financed primarily through borrowings under the Company 's existing $ 400 million credit facility . " This is a significant transaction for TreeHouse , " commented Sam K . Reed , Chairman and Chief Executive . " Canned soup is a very large and growing category for food retailers and this acquisition establishes TreeHouse as the leading supplier of private label soup . These businesses fit well with our Bay Valley Foods platform as the leading supplier of private label pickles and non - dairy coffee creamer . Our revenue base will grow from approximately $ 700 million to $ 1 billion on an ongoing basis " . For the 12 months ending April 30 , 2006 the private label soup and infant feeding businesses together are expected to generate approximately $ 295 million of net sales . Based upon forecast results for calendar 2006 , preliminary purchase accounting allocations and the costs of integrating operations , TreeHouse anticipates the transaction will be modestly accretive to 2006 earnings . The soup business manufactures and distributes condensed soup , ready - to - serve soup , broth and gravy , primarily to supermarkets and mass merchandisers for sale under the retailer 's own label . The business has an estimated 70 % volume share of private label soup , which in turn has about a 10 % penetration of the wet soup category . The Nature 's Goodness ® offerings include a complete product line focused on the four steps of a baby 's development . Products include a wide variety of baby cereals , fruits , vegetables , juices , meats , dinners and desserts , as well as a Toddler Cuisine ® line of products intended to resemble adult - style meals . Products are sold to customers in the grocery , mass and foodservice channels . The Nature 's Goodness ® infant feeding business is the # 3 brand in the U . S . infant feeding category with an approximately 5 % dollar share in the U . S . retail market . Soup and infant feeding products are manufactured at facilities in Pittsburgh , PA and Mendota , IL . TreeHouse will acquire the Pittsburgh , PA manufacturing facility and distribution center and enter into a long - term lease agreement at Del Monte 's Mendota , IL manufacturing facility . The businesses ' headquarters will remain in Pittsburgh , Pennsylvania . TreeHouse does not anticipate any significant changes to the existing operations . " Both Pittsburgh and Mendota are excellent facilities that have been well run by Del Monte . We look forward to working with employees there to build the businesses , " commented Reed . Wachovia Securities is acting as financial advisor to TreeHouse in connection with the transaction . CONFERENCE CALL A webcast to discuss the agreement to acquire the businesses will begin at 10 : 00 a . m . EST today . It may be accessed by visiting the " Webcast " section of the company website at http://www.treehousefoods.com . ABOUT TREEHOUSE FOODS TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice channels . Its products include pickles and related products ; non - dairy powdered coffee creamer ; and other food products including aseptic sauces , refrigerated salad dressings , and liquid non - dairy creamer . TreeHouse believes it is the largest manufacturer of pickles and non - dairy powdered creamer in the United States based on sales volume . ABOUT DEL MONTE FOODS Del Monte Foods is one of the country ' s largest and most well known producers , distributors and marketers of premium quality , branded and private label food and pet products for the U . S . retail market , generating over $ 3 billion in net sales in fiscal 2005 . With a powerful portfolio of brands including Del Monte ® , Contadina ® , StarKist ® , S & W ® , Nature 's Goodness ® , College Inn ® , 9Lives ® , Kibbles ' n Bits ® , Pup - Peroni ® , Snausages ® , Pounce ® and Meaty Bone ® , Del Monte products are found in nine out of ten American households . For more information on Del Monte Foods Company ( NYSE : DLM ) , visit the Company 's website at www.delmonte.com . FORWARD LOOKING STATEMENTS This press release contains " forward - looking statements . " Forward - looking statements include all statements that do not relate solely to historical or current facts , and can generally be identified by the use of words such as " may " , " should , " " could " , " expect " , " seek to " , " anticipates " , " plans " , " believes " , " estimates , " " intends " , " predicts " , " projects " , " potential " or " continue " or the negative of such terms and other comparable terminology . These statements are only predictions . The outcome of the events described in these forward - looking statements is subject to known and unknown risks , uncertainties and other factors that may cause the company or its industry 's actual results , levels of activity , performance or achievements to be materially different from any future results , levels of activity , performance or achievement expressed or implied by these forward - looking statements . TreeHouse 's Registration Statement on Form 10 discusses some of the factors that could contribute to these differences . You are cautioned not to unduly rely on such forward - looking statements , which speak only as of the date made , when evaluating the information presented in this presentation . The company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward - looking statement contained herein , to reflect any change in its expectations with regard thereto , or any other change in events , conditions or circumstances on which any statement is based . CONTACT Investor Relations TreeHouse Foods , Inc . ( 708 ) 483 - 1300 Ext . 1344
O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Advisors.GENERIC_CONSULTING_COMPANY I-Advisors.GENERIC_CONSULTING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Generic_Info.ANNUAL_REVENUES I-Generic_Info.ANNUAL_REVENUES O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O