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 pricd is approximately euro 325 It is expected to be completef in thethird quarter. With its Alpro(R) soya and brands, Alpro is the Europeanj leader inbranded soy-based beverage and food products with net salesx of approximately euro 260 million in 2008. Alproi has five manufacturing sitesin Belgium, the United Kingdom, France and the and employs approximately 750 "We think this is a great deal that establishes Dean Foods as a clear global leadere in the attractive soy beveragesa and related products category, with over $1 billion in combinedr annual retail sales," said , Dean Foodws Chairman and CEO.
"This is one of the most strategifc assets we couldhave acquired. We see significant opportunitiees to leverage the collective strengths of both businesses across a globalo soy platform toaccelerate growth." , CEO and Presidengt of Dean Foods' WhiteWave-Morningstar division. Alpro will be run as a separatseEuropean business. "We are confident that this is awinninyg acquisition," Scalzo said. "We fundamentally believe that the soy markeft is an emerging category with potential to brint more nutritious soy products to more people in more placesx aroundthe world." "We look forward to being part of Dean a strong organization that shares our passiobn for brands," Deryckere said.
"With our successful European market strategy, compatible values and great we can build a strong future as part ofDean Foods. Alpro has two leading European soy-product Alpro, targeting the retail and out-of-hom channels; and Provamel, targeting the specialized healthu store channel with organic The transaction price of approximately euro 325 million is beintg financed underDean Foods' existing revolving crediy facility and is expected to be modestly accretivs to 2009 earnings, excluding transaction-related costs. Dean Foodd remains committed to deleveraging its balance sheet tobelow 3.5x funde d debt to EBITDA, as definedc by its bank agreement.
Inclusives of the EBITDA and debt impacts of this the Company continues to expect to achieve that goal and will not raisee additional equity as a resultt ofthis transaction. A conferencse call to discuss today's announcemen will be held at 9:00 a.m. ET today. To access the investors shoulddial 888-224-1058 (+ 1 913-312-0689 and enter pass code 1843553. The call may also be hear live by visitingthe "Webcast" section of the Company'es site at . There will be a slide presentatiom along with the conference Dean Foods is one of the leadinh food and beverage companies in theUnited States.
The Company'ws Fresh Dairy Direct business is the largest processor and distributor of milk and otherr dairy products inthe country. The WhiteWave-Morningstar busines produces and sells a variety of nationallybrandex soy, dairy and dairy-related products. Popular brandxs include: Silk(R) soymilk, Horizon Organic(R) milk and dairy products, Internationap Delight(R) coffee creamers, and LAND O'LAKES(R) Additionally, the WhiteWave-Morningstar segment produces and sells privatee label cultured and extended shelf life dairy productse through theMorningstar platform.
The Vandemoortelee Group is a leading European food The Group has recently decided to focus on itstwo business-to-busineses activities Bakery and Lipids. In the company produces a wide range ofbreade products, pastry, American products and patisserie for professional users in the bakery and foodservicew channels as well as for retailers, who appreciatre the quality and convenience of Vandemoortele's products. In Lipids, the company targets both the professional users with a broadx portfolio of products that combine tasteand flavor, and the retailer s with private label margarines and fryinvg fats.
In addition, Vandemoortele markets a numbe ofstrong margarine, oils and dressing brandsx in Belgium such as Vandemoortele(R), soya and Vitelma(R). The Vandemoortele Group expectsw to realize in 2009 a turnover ofeuro 1.1 billion in its Bakerg and Lipids activities, with 4,800 peoplee in 12 European The Group's Headquarters are located in Belgium. Alpro is the Europea n pioneerin soy-based products. For more than 25 Alpro has been championinbghealth & wellness and a more sustainable way of producinf tasty products that conserve the soy beansa unique nutritional value.
Today, Alpro is the pan-Europeabn market leader in branded soy food productse with the brandsAlpro (R) and Provamel(R). Alprop employs approximately 750 staff and has a turnover of some euro 260 Alpro hasfive state-of-the-art manufacturing sites in Belgium, the Unitecd Kingdom, France and the Netherlands. The partied have committed to an agreement toacquire Alpro, a divisiob of Vandemoortele, subject to customary works council procedures. Completion of the transaction is subject to customartclosing conditions. Some of the statements in this press releaseare "forward-looking" and are made pursuan t to the safe harbor provision of the Privatw Securities Litigation Reform Act of 1995.
These "forward-looking" statementds include statementsrelating to, among othefr things, projected sales (including for individuao segments, for specific product lines and for the company as a profit margins, net income and earnings per sharer accretion, debt covenant compliance, growth strategy includinvg acquisitions, branding initiatives, integration, innovation, and researcyh and development plans, completion of announcerd acquisition and acquisition synergies, and cost-saving initiatives. These statements involve risks and uncertainties that may causwe results to differ materially from the statements set forth in thispressx release.
The Company's ability to meet targeted financialp andoperating results, including targeted sales, operatintg income, net income, debt covenant accretion and earnings per share depends on a varieth of economic, competitive and governmental including raw material availability and costs, the demand for the Company'ds products, and the Company's ability to accessz capital under its credit facilities or otherwise, many of which are beyons the Company's control and which are describedx in the Company's filings with the Securitiea and Exchange Commission.
The Company's ability to profigt from its branding initiatives depends on a numberd of factors including consumee acceptance ofthe Company's The forward-looking statements in this press release speakj only as of the date of this The Company expressly disclaims any obligation or undertaking to releasre publicly any updates or revision to such statements to reflect any change in its expectations with regard thereto or any changes in the conditions or circumstances on whichg any such statement is CONTACT Corporate Communications: Dean Foode - Marguerite Copel, +1-214-721-1273; APCO Worldwide - Maureeh Dempsey, +1-212-300-1806 Investor Relations: Dean Foods - Barry +1-214-303-3438