TreeHouse Foods, Inc. Announces Acquisition of Naturally Fresh, Inc.

OAK BROOK, Ill., March 20, 2012 /PRNewswire/ -- TreeHouse Foods, Inc. (NYSE: THS) today announced it has entered into a definitive agreement to acquire substantially all of the assets of Naturally Fresh, Inc., a privately owned Atlanta, Georgia based maker of refrigerated dressings, sauces, marinades, dips and specialty items in a wide array of packaging sizes. The products manufactured by the Naturally Fresh, Inc. business will be added to each of TreeHouse's segments. Naturally Fresh has annual revenues of approximately $80 million.

TreeHouse has agreed to pay $25 million in cash for the business, subject to an adjustment for working capital.  The transaction is expected to have a neutral impact on TreeHouse's earnings in 2012, but is expected to positively impact 2013 earnings by approximately $0.05 per share.  The transaction is expected to close within 30 days, subject to satisfaction of customary closing conditions, and will be financed through borrowings under the Company's existing $750 million credit facility.

"Naturally Fresh provides retailers with a premium offering in the refrigerated produce section, and the acquisition is the perfect complement to our existing broad array of private label shelf stable dressings, sauces and salsa," said Sam K. Reed, Chairman, President and Chief Executive Officer.  "Additionally, the acquisition will expand our refrigerated manufacturing and packaging capabilities, broaden our distribution footprint and further develop our presence within the growing segment of fresh and good for you foods.  Naturally Fresh's Atlanta facility, coupled with our existing West Coast and Chicago based refrigerated foods plants, will also allow us to more efficiently service customers from coast to coast."

ABOUT NATURALLY FRESH

Naturally Fresh, headquartered in Atlanta, Georgia, manufactures refrigerated and shelf stable dressings, dips, and sauces in a variety of packaging formats and sizes, including single serve cups and pouches, tubs, retail glass and multi-serve food away from home sizes.  Products are sold under the Naturally Fresh brand and private label for leading food service distributors, national chains and retailers.  The company's facilities include its food processing facility in Atlanta and seven distribution centers across the nation.

ABOUT TREEHOUSE FOODS

TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice channels.  Its products include non-dairy powdered creamer; canned soup, salad dressings and sauces; powdered drink mixes; instant oatmeal and hot cereals; macaroni and cheese, skillet dinners and other value-added side dishes and salads; salsa and Mexican sauces; jams and pie fillings under the E.D. Smith brand name; pickles and related products; and other food products including aseptic sauces, refrigerated salad dressings, and liquid non-dairy creamer.  TreeHouse believes it is the largest manufacturer of pickles and non-dairy powdered creamer in the United States and the largest manufacturer of private label salad dressings, powdered drink mixes and instant hot cereals in the United States and Canada based on sales volume.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements." Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "may," "should," "could," "expects," "seek to," "anticipates," "plans," "believes," "estimates," "intends," "predicts," "projects," "potential" or "continue" or the negative of such terms and other comparable terminology. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause the Company or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. TreeHouse's Form 10-K for the year ended December 31, 2011 discusses some of the factors that could contribute to these differences. You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this presentation. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in its expectations with regard thereto, or any other change in events, conditions or circumstances on which any statement is based.

SOURCE TreeHouse Foods, Inc.