Monday, 15 June 2009

Dean Foods Announces Agreement to Acquire Vandemoortele Group’s Alpro Division

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Monday, 15 June 2009

– Together, Dean Foods Silk(R) soymilk and Alpro create a clear global
leader in the attractive soy beverages and related products category

– Significant opportunities exist to leverage the collective strengths of
both businesses across a global soy platform to accelerate growth

– The transaction price is approximately euro 325 million and is expected
to be modestly accretive to 2009 earnings, excluding transaction costs

– Dean Foods will host a conference call at 9:00 a.m. ET today to discuss
this announcement

DALLAS, June 15 /PRNewswire-FirstCall/ — via COMTEX — Dean Foods Company
(NYSE: DF) today announced its agreement to acquire the Alpro division of
Vandemoortele N.V., Belgium’s largest privately-held food company. The
transaction’s price is approximately euro 325 million. It is expected to be
completed in the third quarter.

With its Alpro(R) soya and Provamel(R) brands, Alpro is the European
leader in branded soy-based beverage and food products with net sales of
approximately euro 260 million in 2008. Alpro has five manufacturing sites in
Belgium, the United Kingdom, France and the Netherlands, and employs
approximately 750 people.

“We think this is a great deal that establishes Dean Foods as a clear
global leader in the attractive soy beverages and related products category,
with over $1 billion in combined annual retail sales,” said Gregg Engles, Dean
Foods Chairman and CEO. “This is one of the most strategic assets we could
have acquired. We see significant opportunities to leverage the collective
strengths of both businesses across a global soy platform to accelerate

Alpro CEO Bernard Deryckere will report to Joe Scalzo, CEO and President
of Dean Foods’ WhiteWave-Morningstar division. Alpro will be run as a separate
European business.

“We are confident that this is a winning acquisition,” Scalzo said. “We
fundamentally believe that the soy market is an emerging category with
potential to bring more nutritious soy products to more people in more places
around the world.”

“We look forward to being part of Dean Foods, a strong organization that
shares our passion for brands,” Deryckere said. “With our successful European
market strategy, compatible values and great staff, we can build a strong
future as part of Dean Foods.”

Markets and Brands

Alpro has two leading European soy-product brands: Alpro, targeting the
retail and out-of-home channels; and Provamel, targeting the specialized
health store channel with organic products.

Financial Implications

The transaction price of approximately euro 325 million is being financed
under Dean Foods’ existing revolving credit facility and is expected to be
modestly accretive to 2009 earnings, excluding transaction-related costs.

Dean Foods remains committed to deleveraging its balance sheet to below
3.5x funded debt to EBITDA, as defined by its bank agreement. Inclusive of the
EBITDA and debt impacts of this transaction, the Company continues to expect
to achieve that goal and will not raise additional equity as a result of this


A conference call to discuss today’s announcement will be held at 9:00
a.m. ET today. To access the call, investors should dial 888-224-1058 (+ 1
913-312-0689 international), and enter pass code 1843553. The call may also be
heard live by visiting the “Webcast” section of the Company’s site at There will be a slide presentation along with the
conference call.


Dean Foods is one of the leading food and beverage companies in the United
States. The Company’s Fresh Dairy Direct business is the largest processor and
distributor of milk and other dairy products in the country. The
WhiteWave-Morningstar business produces and sells a variety of nationally
branded soy, dairy and dairy-related products. Popular brands include: Silk(R)
soymilk, Horizon Organic(R) milk and dairy products, International Delight(R)
coffee creamers, and LAND O’LAKES(R) creamers. Additionally, the
WhiteWave-Morningstar segment produces and sells private label cultured and
extended shelf life dairy products through the Morningstar platform.


The Vandemoortele Group is a leading European food group. The Group has
recently decided to focus on its two business-to-business activities Bakery
and Lipids. In Bakery, the company produces a wide range of bread products,
pastry, American products and patisserie for professional users in the bakery
and foodservice channels as well as for retailers, who appreciate the quality
and convenience of Vandemoortele’s products. In Lipids, the company targets
both the professional users with a broad portfolio of products that combine
processability, taste and flavor, and the retailers with private label
margarines and frying fats. In addition, Vandemoortele markets a number of
strong margarine, oils and dressing brands in Belgium such as
Vandemoortele(R), Alpro(R) soya and Vitelma(R). The Vandemoortele Group
expects to realize in 2009 a turnover of euro 1.1 billion in its Bakery and
Lipids activities, with 4,800 people in 12 European countries. The Group’s
Headquarters are located in Gent, Belgium.


Alpro is the European pioneer in soy-based products. For more than 25
years, Alpro has been championing health & wellness and a more sustainable way
of producing tasty products that conserve the soy beans unique nutritional
value. Today, Alpro is the pan-European market leader in branded soy food
products with the brands Alpro (R) and Provamel(R).

Alpro employs approximately 750 staff and has a turnover of some euro 260
million. Alpro has five state-of-the-art manufacturing sites in Belgium, the
United Kingdom, France and the Netherlands.


The parties have committed to an agreement to acquire Alpro, a division of
Vandemoortele, subject to customary works council procedures. Completion of
the transaction is subject to customary closing conditions.


Some of the statements in this press release are “forward-looking” and are
made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These “forward-looking” statements include
statements relating to, among other things, projected sales (including for
individual segments, for specific product lines and for the company as a
whole), profit margins, net income and earnings per share accretion, debt
covenant compliance, growth strategy including acquisitions, branding
initiatives, integration, innovation, and research and development plans,
completion of announced acquisition and acquisition synergies, and
cost-savings initiatives. These statements involve risks and uncertainties
that may cause results to differ materially from the statements set forth in
this press release. The Company’s ability to meet targeted financial and
operating results, including targeted sales, operating income, net income,
debt covenant compliance, accretion and earnings per share depends on a
variety of economic, competitive and governmental factors, including raw
material availability and costs, the demand for the Company’s products, and
the Company’s ability to access capital under its credit facilities or
otherwise, many of which are beyond the Company’s control and which are
described in the Company’s filings with the Securities and Exchange
Commission. The Company’s ability to profit from its branding initiatives
depends on a number of factors including consumer acceptance of the Company’s
products. The forward-looking statements in this press release speak only as
of the date of this release. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to such statements to
reflect any change in its expectations with regard thereto or any changes in
the events, conditions or circumstances on which any such statement is based.


Corporate Communications:
Dean Foods – Marguerite Copel, +1-214-721-1273
APCO Worldwide – Maureen Dempsey, +1-212-300-1806

Investor Relations:
Dean Foods – Barry Sievert, +1-214-303-3438

SOURCE: Dean Foods Company

CONTACT: Corporate Communications of Dean Foods, Marguerite Copel,
+1-214-721-1273; or Maureen Dempsey of APCO Worldwide, +1-212-300-1806; or
Investor Relations of Dean Foods, Barry Sievert, +1-214-303-3438/

Web Site:

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