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

This is one of the most strategic assets we could have acquired. We see significant opportunities to leverage the collective strengths of both businesses across a global soy platform to accelerate growth.

16/06/09 Dean Foods Company announced its agreement to acquire the Alpro division of Vandemoortele N.V., Belgium's largest privately-held food company. The transaction's price is approximately euro 325 million. It is expected to be completed in the third quarter.

With its Alpro soya and Provamel brands, Alpro is the European leader in branded soy-based beverage and food products with net sales of approximately euro 260 million in 2008. Alpro has five manufacturing sites in Belgium, the United Kingdom, France and the Netherlands, and employs approximately 750 people.

"We think this is a great deal that establishes Dean Foods as a clear global leader in the attractive soy beverages and related products category, with over $1 billion in combined annual retail sales," said Gregg Engles, Dean Foods Chairman and CEO. "This is one of the most strategic assets we could have acquired. We see significant opportunities to leverage the collective strengths of both businesses across a global soy platform to accelerate growth."

Alpro CEO Bernard Deryckere will report to Joe Scalzo, CEO and President of Dean Foods' WhiteWave-Morningstar division. Alpro will be run as a separate European business.

"We are confident that this is a winning acquisition," Scalzo said. "We fundamentally believe that the soy market is an emerging category with potential to bring more nutritious soy products to more people in more places around the world."

"We look forward to being part of Dean Foods, a strong organization that shares our passion for brands," Deryckere said. "With our successful European market strategy, compatible values and great staff, we can build a strong future as part of Dean Foods."

Markets and Brands

Alpro has two leading European soy-product brands: Alpro, targeting the retail and out-of-home channels; and Provamel, targeting the specialized health store channel with organic products.

Financial Implications

The transaction price of approximately euro 325 million is being financed under Dean Foods' existing revolving credit facility and is expected to be modestly accretive to 2009 earnings, excluding transaction-related costs.

Dean Foods remains committed to deleveraging its balance sheet to below 3.5x funded debt to EBITDA, as defined by its bank agreement. Inclusive of the EBITDA and debt impacts of this transaction, the Company continues to expect to achieve that goal and will not raise additional equity as a result of this transaction.