Del Monte Acquired by Private Equity in $5.3 Billion Deal

The Del Monte Foods board of directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. If there is not a superior offer, the transaction is expected to close by the end of March 2011, subject to customary closing conditions.

26 Nov 2010 --- Del Monte Foods Company and an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"), Vestar Capital Partners and Centerview Partners - collectively the "Sponsors"- have signed a definitive agreement under which the Sponsors will acquire Del Monte for $19.00 per share in cash.

The transaction, which was unanimously approved by Del Monte's board of directors, is valued at approximately $5.3 billion, including the assumption of approximately $1.3 billion in net debt. This price represents a premium of approximately 40 percent over Del Monte's average closing share price during the past three months prior to November 18, 2010, when market rumors of a transaction began, and is also higher than any price the Company's stock has ever achieved.

"This transaction delivers substantial shareholder value and is a clear endorsement of Del Monte's strategic success and effective execution. The hard work and dedication of our talented team has helped to transform Del Monte from a $1 billion consumer foods business into a branded pet and consumer products company with more than $3.7 billion in revenues," said Richard G. Wolford, Chairman and CEO of Del Monte Foods. "This transaction will enable our Company to continue to successfully grow, building on the foundation our team has put into place. We are excited about the ability to deliver substantial returns to our shareholders, as well as great prospects for Del Monte employees, customers and consumers."

Simon Brown, Member of KKR and head of the firm's North American Consumer practice, stated, "Del Monte has a first-rate brand portfolio and excellent reputation for providing high quality and nutritious products to families and their pets. We look forward to working with the Company's talented employees and investing in the business as we continue to execute upon Del Monte's proven strategy for growth. Del Monte is a great company, with an excellent strategy, a talented team and a strong future."

Brian Ratzan, Managing Director and head of Vestar's Consumer group said, "Del Monte Foods is a terrific company with iconic consumer and pet brands. Storied consumer franchises like Del Monte's - with great brands in growing categories - will continue to thrive through investments in innovation and marketing. Vestar looks forward to working with the Del Monte team and our strategic partners to achieve the Company's next phase of growth."

"Over the last decade, Rick and the entire Del Monte team have built a unique platform based on powerful brands," said Jim Kilts, Centerview's co-founder and former CEO of Kraft, Nabisco and Gillette. "We are truly excited to partner with Del Monte as the Company continues to build on its rich heritage of delivering high quality products to consumers at attractive prices."

Del Monte plans to maintain a corporate presence in both the San Francisco Bay Area and Pittsburgh, with its corporate headquarters continuing to be located in San Francisco.

Barclays Capital Inc. served as financial advisor to Del Monte Foods and provided a fairness opinion in connection with the transaction. Perella Weinberg Partners LP also provided a fairness opinion in connection with the transaction. Gibson Dunn & Crutcher LLP served as legal advisor to the Company in connection with this transaction.

Centerview Partners acted as lead financial advisor to the Sponsors in this transaction. Bank of America Merrill Lynch, J.P. Morgan Securities and Morgan Stanley also advised on this transaction. The Sponsors' lead legal advisor was Simpson Thacher & Bartlett LLP.

The Sponsors have secured committed debt financing from Bank of America Merrill Lynch, Barclays Capital Inc., JPMorgan Chase, Morgan Stanley and KKR Capital Markets LLC. The agreement permits Del Monte to solicit alternative proposals from third parties through January 8, 2011. The Del Monte Foods board of directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. There can be no assurance this process will result in a higher offer. If there is not a superior offer, the transaction is expected to close by the end of March 2011, subject to customary closing conditions, including receipt of shareholder and regulatory approvals. Del Monte does not intend to disclose developments with respect to the solicitation process unless and until the Board has made a decision.

Del Monte Foods is one of the US's largest and most well-known producers, distributors and marketers of premium quality, branded pet products and food products for the U.S. retail market, generating approximately $3.7 billion in net sales in fiscal 2010. With a powerful portfolio of brands, Del Monte products are found in eight out of ten U.S. households. Pet food and pet snacks brands include Meow Mix, Kibbles 'n Bits, Milk-Bone, 9Lives,Pup-Peroni, Gravy Train, Nature's Recipe, Canine Carry-Outs and other brand names. Food product brands include Del Monte, Contadina, S&W, College Inn and other brand names.