Shareholders of Fresh Brands approve merger

28/02/06 Fresh Brands, Inc. has announced that its shareholders approved, at the Special Meeting held, the merger agreement with an affiliate of the Chicago-based grocery wholesale cooperative, Certified Grocers Midwest, Inc. Under the terms of the merger agreement, each outstanding share of Fresh Brands' common stock will be converted into the right to receive $7.05 in cash. Fresh Brands currently has 4,931,934 shares of common stock outstanding. The parties intend to complete and effect the merger within the next several days.

Fresh Brands, Inc. is a supermarket retailer and grocery wholesaler through corporate-owned retail, franchised and independent supermarkets. The corporate-owned and franchised retail supermarkets currently operate under the Piggly Wiggly(R) and Dick's(R) Supermarkets brands. Fresh Brands currently has 74 franchised supermarkets, 20 corporate-owned supermarkets and two corporate-owned convenience stores, all of which are served by two distribution centers and a centralized bakery/deli production facility. Supermarkets are located through Wisconsin, northern Illinois and Iowa.

Certified Grocers Midwest, Inc. is a Chicago-based member-owned grocery wholesale cooperative which has been in existence since 1940. Certified is a Chicago-based grocery wholesaler with net sales of $674.4 million during its fiscal year ended September 3, 2005. Certified is a member-owned cooperative that serves approximately 200 independent retail stores, principally in Illinois, out of a 67-acre distribution center in Hodgkins, Illinois.

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