Mars, Inc. Announces Completion of Acquisition of U.S. Operations of Doane Pet Care Company

14/06/06 Mars, Incorporated and Doane Pet Care Company, a Nashville, TN-based store brand manufacturer of dry pet food, announced today that Mars has completed the acquisition of Doane's parent corporation, Doane Pet Care Enterprises, Inc., from Teachers' Private Capital, the private equity arm of Ontario Teachers' Pension Plan, pursuant to the agreement announced in April of this year. The acquisition by Mars did not include Doane's European business, which has been sold to a third party.

In addition, Doane announced today the results of its previously announced offers to purchase its $213.0 million aggregate principal amount of 10 3/4% Senior Notes due 2010 and $152.0 million aggregate principal amount of 10 5/8% Senior Subordinated Notes due 2015, on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 12, 2006. The Tender Offers expired at 5:00 pm, prevailing eastern time, on June 12, 2006.

As of 5:00 pm, prevailing eastern time, on the Expiration Date, Notes had been tendered (and not withdrawn), and accepted for purchase, as follows:

   * $209.0 million aggregate principal amount of the 2010 Notes,
      representing approximately 98.12% of the outstanding principal amount
      of such 2010 Notes; and

    * $152.0 million aggregate principal amount of the 2015 Notes,
      representing 100% of the outstanding principal amount of such 2015
      Notes.

In connection with the consummation of the acquisition, Doane today commenced a redemption of all 2010 Notes that remain outstanding pursuant to the "change of control" redemption provisions in the indenture governing the 2010 Notes (as amended and supplemented to date). The redemption will be consummated on June 16, 2006. Following the consummation of the redemption, there will be no Notes outstanding.