Public-to-Private Trend Continues: Public Companies Unlock Value by Going Private

U.S. Bancorp Piper Jaffray Represents Michael Foods Inc., in its Sale To

Vestar Capital Partners, Inc.; Goldner, Hawn, Johnson & Morrison and Company

Management



Apr 18, 2001, 01:00 ET from U.S. Bancorp Piper Jaffray

    MINNEAPOLIS, April 18 /PRNewswire/ -- U.S. Bancorp Piper Jaffray, a leader
 in mergers and acquisitions advisory services, served as co-advisor to the
 Special Committee of the Board of Directors for Michael Foods, Inc.,
 (Nasdaq: MIKL), the world's leading producer of value-added egg products, in
 its sale to certain members of the company's senior management team and
 affiliates of two private equity firms: Vestar Capital Partners, Inc., and
 Goldner, Hawn, Johnson & Morrison.  In connection with the transaction,
 Michael Foods' shareholders received $30.10 per share in cash, or an aggregate
 transaction value of approximately $800 million, including refinanced debt
 obligations. The transaction closed on Tuesday, April 10, 2001.
     The Michael Foods transaction reflects a continuing trend in which smaller
 capitalization "orphan" public companies choose to go private, as opposed to
 remaining a public company.  The term "orphan" typically refers to a public
 company whose financial performance has consistently outperformed market
 indices but whose stock price performance has languished due to inattention
 from Wall Street and institutional investors. In many such instances, a "going
 private" transaction represents the best alternative for realizing shareholder
 value.
     "Over the course of the past several years, Michael Foods and its
 management team successfully achieved solid growth in both revenue and cash
 flow.  However, because of its size and perceived commodity exposure, the
 company had difficulty attracting the attention from Wall Street that it
 deserved.  We believe this transaction represents an opportunity to effect a
 true "win/win" solution for both the company and its shareholders," said Glenn
 Gurtcheff, lead banker on the transaction and a managing director of the
 Middle Market Mergers & Acquisitions Group at U.S. Bancorp Piper Jaffray.
 
     About Michael Foods:
     Michael Foods is a diversified producer and distributor of food products
 in four areas: egg products, refrigerated distribution, dairy products and
 potato products.  The company, through its Egg Products Division, produces,
 processes and distributes extended shelf-life liquid eggs and precooked,
 dried, hard-cooked and frozen egg products.  Michael Foods currently processes
 more than one billion pounds of eggs annually in twelve large-scale, state-of-
 the-art manufacturing facilities located throughout the United States.  The
 company is also a leading supplier of processed dairy products, including
 aseptic creamers and soft serve ice cream mix, as well as high quality
 refrigerated potato products distributed at retail under the Simply
 Potatoes(R) and Diner's Choice(R) brand names.  Michael Foods generated sales
 of approximately $1.1 billion for the fiscal year ended December 31, 2000.
 
     About Vestar Capital Partners and Goldner, Hawn, Johnson & Morrison:
     Vestar Capital Partners and Goldner, Hawn, Johnson & Morrison are both
 leading private equity firms.  Vestar has approximately $3.5 billion of equity
 capital under management and operates out of offices in New York City, Denver
 and Paris. Goldner, Hawn, Johnson & Morrison, based in Minneapolis, has
 completed more than 20 transactions through four funds, with a total
 transaction value in excess of $1 billion.
 
     About U.S. Bancorp Piper Jaffray:
     Advising fundamentally sound, small- and mid-capitalization public
 companies has become a specialty of the Middle Market Mergers & Acquisitions
 Group at U.S. Bancorp Piper Jaffray.  The firm was named "Middle Market
 Mergers and Acquisitions (M&A) Bank of the Year," according to Mergers &
 Acquisitions magazine's annual "Best in M&A Awards," which appeared in the
 February, 2001 issue.  In the feature, U.S. Bancorp Piper Jaffray is
 recognized as having established  "a nationwide, if not international,
 deal-making practice that exemplifies the role of the modern middle-market
 banker -- graduating upstream into even larger transactions while retaining
 its roots in mid-sized transactions."  The firm made the list of Top 20 M&A
 advisors in 2000, having guided clients through a wide variety of
 transactions, including a $1.08 billion transaction, advising National
 Discount Brokers in its acquisition by Deutsche Bank.
     U.S. Bancorp Piper Jaffray, a subsidiary of Minneapolis-based U.S. Bancorp
 (NYSE:   USB), provides a full range of investment products and services to
 businesses, institutions and individuals.  The company's investment banking
 business has grown exponentially in the last several years by focusing on the
 needs of growth companies in the health care, technology, financial
 institutions, consumer and industrial growth sectors.  U.S. Bancorp Piper
 Jaffray has a national reputation for its expertise in fundamental research
 and equity and debt financing. U.S. Bancorp offers a comprehensive range of
 financial solutions through U.S. Bank, First American Asset Management, U.S.
 Bancorp Investments and its Libra Division and U.S. Bancorp Piper Jaffray.
 Securities products and services offered through U.S. Bancorp Piper Jaffray,
 Inc., member SIPC and NYSE, Inc., a subsidiary of U.S. Bancorp.
     This material is based on data obtained from sources we deem to be
 reliable; it is not guaranteed as to accuracy and does not purport to be
 complete.  This information is not intended to be used as the primary basis of
 investment decisions. Because of individual client requirements, it should not
 be construed as advice designed to meet the particular investment needs of any
 investor.  It is not a representation by us or an offer or the solicitation of
 an offer to sell or buy any security.  Further, a security described in this
 publication may not be eligible for solicitation in the states in which the
 client resides. U.S. Bancorp and its affiliated companies, and their
 respective officers or employees, or members of their families, may own the
 securities mentioned and may purchase or sell those securities in the open
 market or otherwise. In the United Kingdom, this report may only be
 distributed or passed on to persons of the kind described in Article 11(3) of
 the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
 1996 (as amended by the Financial Services Act 1986 (Investment
 Advertisements) (exemptions) Order 1997). Securities products and services
 offered through U.S. Bancorp Piper Jaffray Inc., member of SIPC and NYSE,
 Inc., a subsidiary of U.S. Bancorp.
 
 

SOURCE U.S. Bancorp Piper Jaffray
    MINNEAPOLIS, April 18 /PRNewswire/ -- U.S. Bancorp Piper Jaffray, a leader
 in mergers and acquisitions advisory services, served as co-advisor to the
 Special Committee of the Board of Directors for Michael Foods, Inc.,
 (Nasdaq: MIKL), the world's leading producer of value-added egg products, in
 its sale to certain members of the company's senior management team and
 affiliates of two private equity firms: Vestar Capital Partners, Inc., and
 Goldner, Hawn, Johnson & Morrison.  In connection with the transaction,
 Michael Foods' shareholders received $30.10 per share in cash, or an aggregate
 transaction value of approximately $800 million, including refinanced debt
 obligations. The transaction closed on Tuesday, April 10, 2001.
     The Michael Foods transaction reflects a continuing trend in which smaller
 capitalization "orphan" public companies choose to go private, as opposed to
 remaining a public company.  The term "orphan" typically refers to a public
 company whose financial performance has consistently outperformed market
 indices but whose stock price performance has languished due to inattention
 from Wall Street and institutional investors. In many such instances, a "going
 private" transaction represents the best alternative for realizing shareholder
 value.
     "Over the course of the past several years, Michael Foods and its
 management team successfully achieved solid growth in both revenue and cash
 flow.  However, because of its size and perceived commodity exposure, the
 company had difficulty attracting the attention from Wall Street that it
 deserved.  We believe this transaction represents an opportunity to effect a
 true "win/win" solution for both the company and its shareholders," said Glenn
 Gurtcheff, lead banker on the transaction and a managing director of the
 Middle Market Mergers & Acquisitions Group at U.S. Bancorp Piper Jaffray.
 
     About Michael Foods:
     Michael Foods is a diversified producer and distributor of food products
 in four areas: egg products, refrigerated distribution, dairy products and
 potato products.  The company, through its Egg Products Division, produces,
 processes and distributes extended shelf-life liquid eggs and precooked,
 dried, hard-cooked and frozen egg products.  Michael Foods currently processes
 more than one billion pounds of eggs annually in twelve large-scale, state-of-
 the-art manufacturing facilities located throughout the United States.  The
 company is also a leading supplier of processed dairy products, including
 aseptic creamers and soft serve ice cream mix, as well as high quality
 refrigerated potato products distributed at retail under the Simply
 Potatoes(R) and Diner's Choice(R) brand names.  Michael Foods generated sales
 of approximately $1.1 billion for the fiscal year ended December 31, 2000.
 
     About Vestar Capital Partners and Goldner, Hawn, Johnson & Morrison:
     Vestar Capital Partners and Goldner, Hawn, Johnson & Morrison are both
 leading private equity firms.  Vestar has approximately $3.5 billion of equity
 capital under management and operates out of offices in New York City, Denver
 and Paris. Goldner, Hawn, Johnson & Morrison, based in Minneapolis, has
 completed more than 20 transactions through four funds, with a total
 transaction value in excess of $1 billion.
 
     About U.S. Bancorp Piper Jaffray:
     Advising fundamentally sound, small- and mid-capitalization public
 companies has become a specialty of the Middle Market Mergers & Acquisitions
 Group at U.S. Bancorp Piper Jaffray.  The firm was named "Middle Market
 Mergers and Acquisitions (M&A) Bank of the Year," according to Mergers &
 Acquisitions magazine's annual "Best in M&A Awards," which appeared in the
 February, 2001 issue.  In the feature, U.S. Bancorp Piper Jaffray is
 recognized as having established  "a nationwide, if not international,
 deal-making practice that exemplifies the role of the modern middle-market
 banker -- graduating upstream into even larger transactions while retaining
 its roots in mid-sized transactions."  The firm made the list of Top 20 M&A
 advisors in 2000, having guided clients through a wide variety of
 transactions, including a $1.08 billion transaction, advising National
 Discount Brokers in its acquisition by Deutsche Bank.
     U.S. Bancorp Piper Jaffray, a subsidiary of Minneapolis-based U.S. Bancorp
 (NYSE:   USB), provides a full range of investment products and services to
 businesses, institutions and individuals.  The company's investment banking
 business has grown exponentially in the last several years by focusing on the
 needs of growth companies in the health care, technology, financial
 institutions, consumer and industrial growth sectors.  U.S. Bancorp Piper
 Jaffray has a national reputation for its expertise in fundamental research
 and equity and debt financing. U.S. Bancorp offers a comprehensive range of
 financial solutions through U.S. Bank, First American Asset Management, U.S.
 Bancorp Investments and its Libra Division and U.S. Bancorp Piper Jaffray.
 Securities products and services offered through U.S. Bancorp Piper Jaffray,
 Inc., member SIPC and NYSE, Inc., a subsidiary of U.S. Bancorp.
     This material is based on data obtained from sources we deem to be
 reliable; it is not guaranteed as to accuracy and does not purport to be
 complete.  This information is not intended to be used as the primary basis of
 investment decisions. Because of individual client requirements, it should not
 be construed as advice designed to meet the particular investment needs of any
 investor.  It is not a representation by us or an offer or the solicitation of
 an offer to sell or buy any security.  Further, a security described in this
 publication may not be eligible for solicitation in the states in which the
 client resides. U.S. Bancorp and its affiliated companies, and their
 respective officers or employees, or members of their families, may own the
 securities mentioned and may purchase or sell those securities in the open
 market or otherwise. In the United Kingdom, this report may only be
 distributed or passed on to persons of the kind described in Article 11(3) of
 the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
 1996 (as amended by the Financial Services Act 1986 (Investment
 Advertisements) (exemptions) Order 1997). Securities products and services
 offered through U.S. Bancorp Piper Jaffray Inc., member of SIPC and NYSE,
 Inc., a subsidiary of U.S. Bancorp.
 
 SOURCE  U.S. Bancorp Piper Jaffray

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