TreeHouse Foods to Acquire Operating Business of E.D. Smith Income Fund

26/06/07 TreeHouse Foods, Inc. announced that they have entered into a definitive agreement with E.D. Smith Income Fund to acquire substantially all of the assets of the Fund, consisting of all of the outstanding shares of E.D. Smith & Sons, Limited, all of the outstanding shares of E.D. Smith & Sons GP Ltd., certain indebtedness of E.D. Smith & Sons Limited and all of the LP units of E.D. Smith & Sons LP. Under the agreement, TreeHouse will acquire the assets of the Fund for approximately $203 million, plus the assumption of existing debt and transaction costs. It is anticipated that the cash purchase price will allow cash to be received by unitholders of E.D. Smith Income Fund of up to CDN$9.15 per unit subject to a holdback of CDN$0.60 per unit to cover certain contingencies associated with a potential tax liability and wind up costs.

The transaction, which is subject to approval by the Fund's unitholders by two-thirds of the votes cast at a special meeting, regulatory approval and other customary closing conditions, is expected to close near the end of the third quarter of 2007. The Fund will set a record date for a special meeting of unitholders to approve the terms of the transaction and the wind up of the Fund which is expected to be held by the end of August, 2007.

The all cash transaction will be financed through borrowings under the TreeHouse's existing $500 million credit facility. "E.D. Smith is a great company and we are excited about the category and geographic opportunities it brings to TreeHouse", said Sam K. Reed, Chairman and CEO of TreeHouse Foods, Inc. "In Canada, it is the leading private label manufacturer in nine key dry grocery categories with outstanding relationships with key retailers that will open up opportunities for our U.S. based business. In the U.S., it is the leading producer of private label salad dressings which will be a great compliment to our portfolio and is in a growth category aligned with healthy eating. Further, our U.S. food service business will open up an exciting new distribution channel for E.D. Smith's product portfolio."

"We have conducted an extensive review of the strategic alternatives available to the E.D. Smith Income Fund and believe this deal provides our unitholders with a fair price for the business and a material premium to the recent trading levels of the units", said Jack Scott, Chairman of the E.D. Smith Income Fund. "We are excited about partnering with TreeHouse to execute our strategic plan and grow the E.D. Smith business", commented Martin Thrasher, Interim President and Chief Executive Officer of E.D. Smith.

For the 12 months ending March 31, 2007, E.D. Smith had revenues of approximately $245 million. E.D. Smith operates production facilities in Winona, Ontario, Seaforth, Ontario, Cambridge, Ontario and North East, Pennsylvania, and employs approximately 800 people. The E.D. Smith headquarters will remain in Winona, Ontario.

JP Morgan and TD Securities are acting as financial advisors to TreeHouse in connection with the transaction. Genuity Capital Markets is advising E.D. Smith Income Fund on the transaction.