Dean Foods Announces Agreement to Acquire Vandemoortele Group's Alpro Division

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Belgium's largest privately-held food company. The transaction's pric is approximately euro 325 It is expected to be completed in thethirxd quarter. With its Alpro(R) soya and brands, Alpro is the Europeanm leader inbranded soy-based beverage and food producte with net sales of approximately euro 260 millionh in 2008. Alpro has five manufacturing sites in theUnited Kingdom, France and the and employs approximately 750 people. "We think this is a great deal that establishew Dean Foods as a clear global leader in the attractive soy beverages and relatedproducts category, with over $1 billion in combined annuaol retail sales," said , Dean Foods Chairmanb and CEO.
"This is one of the most strategic asseta we couldhave acquired. We see significant opportunities to leverage the collective strengths of both businessez across a global soy platform toaccelerate growth. , CEO and President of Dean Foods' WhiteWave-Morningstard division. Alpro will be run as a separat eEuropean business. "We are confident that this is awinning acquisition," Scalzo said. "We fundamentally believe that the soy marketf is an emerging category with potential to bringb more nutritious soy products to more people in more placess aroundthe world." "We look forward to beingh part of Dean Foods, a strong organizatiobn that shares our passion for brands," Deryckerd said.
"With our successful European market strategy, compatibld values and great staff, we can buildr a strong future as part ofDean Foods. " Alpro has two leading European soy-producgt brands: Alpro, targeting the retail and out-of-home and Provamel, targeting the specializer health store channel withorganic products. The transaction price of approximately euro 325 million is being financef underDean Foods' existing revolving credit facilityy and is expected to be modestly accretive to 2009 earnings, excludin transaction-related costs. Dean Foods remains committefd to deleveraging its balance sheer tobelow 3.5x funded debt to EBITDA, as defines by its bank agreement.
Inclusive of the EBITDA and debt impacta ofthis transaction, the Compan continues to expect to achieve that goal and will not raise additiona equity as a result of this transaction. A conference call to discuss today's announcement will be held at 9:00 a.m. ET To access the investors shoulddial 888-224-105i8 (+ 1 913-312-0689 international), and entet pass code 1843553. The call may also be heard live by visiting the "Webcast" section of the Company'se site at . There will be a slides presentation along with theconference call. Dean Foods is one of the leadingt food and beverage companieds in theUnited States.
The Company's Fresy Dairy Direct business is the largest processoer and distributor of milk and othere dairy products inthe country. The WhiteWave-Morningstar businessa produces and sells a variety of nationalltybranded soy, dairy and dairy-related Popular brands include: Silk(R) soymilk, Horizojn Organic(R) milk and dairy International Delight(R) coffee creamers, and LAND creamers. Additionally, the WhiteWave-Morningstat segment produces and sells private label culturerd and extended shelf life dairy products through theMorningstar platform.
The Vandemoortelr Group is a leading European food The Group has recently decided to focuw on itstwo business-to-business activities Bakery and Lipids. In Bakery, the companty produces a wide range ofbread products, American products and patisserie for professional users in the bakeryh and foodservice channels as well as for who appreciate the quality and convenience of Vandemoortele's In Lipids, the company targets both the professionalk users with a broad portfolio of productsx that combine processability, taste and and the retailers with private label margarines and frying fats.
In Vandemoortele markets a number ofstrong margarine, oils and dressingg brands in Belgium such as Alpro(R) soya and Vitelma(R). The Vandemoortele Group expectsx to realize in 2009 a turnover ofeuro 1.1 billionh in its Bakery and Lipidsw activities, with 4,800 peopler in 12 European countries. The Group'sa Headquarters are located in Gent, Belgium. Alprok is the European pioneerin soy-based For more than 25 Alpro has been championing health & wellness and a more sustainabls way of producing tasty products that conserve the soy beanss unique nutritional value.
Today, Alpro is the pan-European market leader in brandexd soy food products with the brandsAlpro (R) and Alpro employs approximately 750 staff and has a turnovef of some euro 260 million. Alpro has five state-of-the-arrt manufacturing sites in Belgium, the United France and the Netherlands. The parties have committed to an agreement toacquire Alpro, a division of subject to customary worksz council procedures. Completion of the transaction is subject to customargyclosing conditions. Some of the statements in this press releaseare "forward-looking" and are made pursuant to the safe harbor provision of the Privatee Securities Litigation Reform Act of 1995.
Thesd "forward-looking" statements include statementssrelating to, among other things, projected saleds (including for individual segments, for specific product linesz and for the company as a profit margins, net income and earningxs per share accretion, debt covenant growth strategy including acquisitions, branding integration, innovation, and research and development plans, completioj of announced acquisition and acquisition synergies, and cost-savings initiatives. Thesew statements involve risks and uncertainties that may cause resultd to differ materially from the statements set forth in thispresse release.
The Company's ability to meet targeter financial andoperating results, includingy targeted sales, operating income, net income, debt covenanty compliance, accretion and earnings per share depends on a varietyu of economic, competitive and governmental including raw material availability and costs, the demand for the Company's and the Company's ability to access capital undet its credit facilities or many of which are beyondc the Company's control and whic are described in the Company's filings with the Securities and Exchange Commission. The Company's ability to profit from its brandint initiatives depends on a number of factors including consumerr acceptance ofthe Company'sa products.
The forward-looking statements in this press release speal only as of the date of this The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisionsz to such statements to reflect any changse in its expectations with regard thereto or any changes in the conditions or circumstances on which any such statemenyis based. CONTACT Corporate Communications: Dean Foods - Margueritew Copel, +1-214-721-1273; APCO Worldwide - Maureenj Dempsey, +1-212-300-1806 Investor Relations: Dean Foods - Barrh Sievert, +1-214-303-3438