Fox Paine III to Acquire Icicle Seafoods, Inc.

07/08/07 Fox Paine Management III, LLC (Fox Paine III), the San Francisco and New York-based private equity firm, today announced that FP Icicle Holdings, Inc., a company formed by investment funds managed by Fox Paine III, has entered into a definitive agreement to acquire Icicle Seafoods, Inc. (Icicle Seafoods), a diversified seafood harvesting and processing company with processing facilities operating throughout Alaska in most major fisheries. The transaction, which is subject to customary closing and regulatory conditions, is expected to close within ninety days. Financial terms were not disclosed.

Icicle Seafoods, headquartered in Seattle, Washington, is one of the world's largest processors of wild salmon, pollock and crab with operations in Alaska, Washington, Oregon, Japan and Chile and employs approximately 2,200 people.

Don Giles will continue to lead the Company as Icicle Seafoods' President and Chief Executive Officer. Mr. Giles, together with the rest of Icicle Seafoods' leadership team, will continue to run the business.

W. Dexter Paine, III, President of Fox Paine III, said "We are proud to team up with one of the most experienced management teams and employee groups in the seafood industry and to support Icicle Seafoods' long-term business goals to invest in and grow its business. Icicle Seafoods has long been a leading operator in the Alaska and Pacific Northwest seafood industry. Icicle Seafoods' talented employees and management team have built a great business, and we hope to help them continue to grow and develop and to create new opportunities for Icicle Seafoods, its employees and customers worldwide."

Mr. Giles said, "In Fox Paine III we have found a strategic partner who will help Icicle Seafoods realize our vision to grow our operations in current and new markets while remaining true to our heritage. Through this transaction, Icicle Seafoods will greatly increase its access to growth capital while also providing liquidity for our existing shareholders. Our relationship with Fox Paine III will enable us to accelerate the prosperous growth of the company while strengthening our position as one of the world's leading diversified seafood harvesting and processing companies."

The board of directors of Icicle Seafoods has approved the merger agreement and has resolved to recommend that Icicle Seafoods' stockholders adopt the agreement. Members of Icicle Seafoods' senior management team, including Mr. Giles, Dennis Guhlke, Chief Financial Officer, and other members of the board of directors have reached agreements to vote their shares in favor of the transaction.