Humpty Dumpty to be acquired by Old Dutch

23/03/06 Humpty Dumpty Snack Foods Inc. (the "Company"), a leading North American marketer and distributor of high-quality snack food products, announced that it has entered into an agreement with Old Dutch Foods Ltd. ("Old Dutch") and HD Snax Ltd. ("HD Snax"), a wholly-owned subsidiary of Old Dutch, pursuant to which HD Snax has agreed to make an all-cash offer to acquire 100 per cent of the Company's common shares at $2.85 per share in a transaction valued at approximately $26.7 million (or $27.4 on a fully diluted basis). The cash consideration per share represents a premium of approximately 5% over the Company's closing share price on March 20, 2006 of $2.71.

The Company's Board of Directors has consulted with its legal advisors and has received an opinion from its financial advisors, Blair Franklin Capital Partners Inc. ("Blair Franklin"), that the consideration of $2.85 per share is fair, from a financial point of view, to shareholders of the Company (other than certain institutional and management shareholders holding just over 80% of the shares of the Company who have entered into lock-up agreements with Old Dutch and HD Snax, in respect of which Blair Franklin has expressed no opinion). The Board of Directors is therefore recommending to shareholders that they accept the offer.

The HD Snax offer is subject to a number of customary conditions, including receipt of any required consents and a requirement that no less than 80% of the Company's shares be tendered to the offer. In this regard, shareholders holding just over 80% of the Company's shares have agreed to support the offer and tender their shares to the offer pursuant to lock-up agreements entered into with Old Dutch and HD Snax. Under the terms of the lock-up agreements, these shareholders are not permitted to tender their shares to any alternative offer unless that offer has a per share value of $2.95 or more.

The support agreement entered into between the Company, Old Dutch and HD Snax, pursuant to which the Company has agreed to support the offer, provides that if the offer is not completed in certain circumstances, including if a superior proposal is recommended to shareholders by the Company's Board of Directors, a fee of $950,000 will be payable by the Company to HD Snax.

Old Dutch, HD Snax and the Company anticipate the offering circular and directors' circular recommending the offer will be mailed to the Company's shareholders in early April, with the offer being open to shareholders for a period of 35 days following the date of mailing, unless the offer is extended or withdrawn. Shareholders are urged to read these documents carefully when they become available because they will contain important information about the offer.

Humpty Dumpty Snack Foods Inc. is a North American marketer and distributor of snack food products, operating primarily in eastern regions of Canada and the United States. Marketed under the well-known Humpty Dumpty brand, the Company also supplies a full line of private label products to leading retail chains.

With headquarters based in Winnipeg, Manitoba, Old Dutch Foods Ltd has proudly served its customers for over 50 years with a full line of high quality snack and convenience foods. Old Dutch's full line of products range across a variety of key consumer segments including potato chips, tortilla chips, cheese snacks, pretzels, popcorn and a recently launched line of multi-grain products.

http://www.newswire.ca/en/releases/archive/March2006/21/c4265.html