Hostess Selects Flowers Foods as Stalking Horse Bidder for Majority of Bread Business, Including Wonder® - Agreement Would Include Up to $360 Million Cash Payment

- Sale Would Include Butternut®, Home Pride®, Merita®, Nature's Pride® and Wonder® Brands

- Flowers Also Selected as Stalking Horse Bidder for Proposed $30 Million Cash Purchase of Beefsteak® Brand

- Company Requests Court Permission to Conduct Auction to Obtain Highest and Best Offer

KANSAS CITY, Mo., Jan. 11, 2013 /PRNewswire/ -- Hostess Brands Inc. today announced that the Company has selected Flowers Foods, Inc. as the stalking horse bidder for the majority of the assets related to the Company's bread business, including the Butternut®, Home Pride®, Merita®, Nature's Pride® and Wonder® brands.

The agreement includes, in addition to the brands, 20 bakeries, 38 depots and other assets. The purchase price consists of $355 million in cash (increased to $360 million if certain license rights are included in the sale).  The Company's remaining bread brands, as well as its snack cake business, will be sold separately.

Hostess has also selected Flowers as the stalking horse bidder for the Company's Beefsteak® bread brand. The purchase price consists of $30 million in cash for the brand. The transaction does not include facilities or additional assets.

Hostess has requested that the U.S. Bankruptcy Court for the Southern District of New York authorize the Company to proceed with an auction with the two Flowers proposals as the stalking horse bids, provided the Company receives additional qualified bids. If approved, the stalking horse bids will serve as the opening bids in the auction. The final sales will be made to the highest and best bidders at the auction, subject to Court approval.

"We are pleased with the Flowers offers and look forward to a robust auction process that will allow these iconic brands to continue and to maximize value for all of the Company's stakeholders," said Hostess Chairman and Chief Executive Officer Gregory F. Rayburn. "We also continue to negotiate with parties interested in purchasing our snack cake business and remaining bread brands and expect to select additional stalking horse bidders as soon as reasonably practicable."

Hostess has asked the Court to order that the auction take place on February 28 and that a Court hearing to authorize the sale to the highest or otherwise best bidders commence on March 5. The schedule and the Flowers proposals are subject to Court approval. A hearing to consider approval of the bid procedures motions is scheduled for January 25.

Hostess selected the Flowers bids after Perella Weinberg Partners, Hostess's financial advisor, conducted a bidding process that involved contacting 169 potentially interested parties, 87 of which signed confidentially agreements.

Jones Day provided legal advice to Hostess on the transaction. Flowers was advised by Deutsche Bank and Kilpatrick Townsend.

About Hostess Brands
Founded in 1930, the Company's products include iconic brands such as Hostess®, Wonder®, Nature's Pride®, Dolly Madison®, Drake's®, Butternut®, Home Pride® and Merita®. 

SOURCE Hostess Brands Inc.




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