Friday, 10 June 2005

Dean Foods Announces Details for Completion of TreeHouse Foods, Inc. Spin-Off; Record Date of June 20, 2005 and Expected Distribution Date of June 27, 2005

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Friday, 10 June 2005

DALLAS, June 10, 2005 /PRNewswire-FirstCall via COMTEX/ — Dean Foods Company (NYSE: DF)
announced today that the spin-off of its majority-owned subsidiary TreeHouse
Foods, Inc. is expected to close June 27, 2005. Immediately prior to the
spin-off, Dean Foods will transfer to TreeHouse the business currently
conducted by its Specialty Foods Group segment in addition to its Mocha
Mix(R), Second Nature(R) and foodservice salad dressings businesses.

Under the terms of the transaction, Dean Foods will distribute all of the
shares of TreeHouse common stock held by Dean Foods to its stockholders by
means of a share dividend. These shares represent approximately 98.3% of
TreeHouse’s outstanding common stock. The remaining approximately 1.7% of
TreeHouse common stock is held by the TreeHouse senior management team headed
by Sam K. Reed, former Chief Executive Officer of Keebler Foods Company, who
will serve as Chairman of the Board and Chief Executive Officer of the new
company. Following the distribution, Dean Foods will not own any shares of
TreeHouse, and TreeHouse will be an independent, publicly traded company
listed under the symbol “THS” on the New York Stock Exchange. Payment of the
share dividend is subject to final clearance from the Securities and Exchange
Commission and the New York Stock Exchange.

The terms of the share dividend are as follows: Dean Foods will distribute
to the holders of Dean Foods common stock one share of TreeHouse common stock
for every five shares of Dean Foods common stock outstanding on June 20, 2005,
the record date for the distribution. The distribution will be on or about
June 27, 2005. No fractional shares of TreeHouse common stock will be
distributed. In lieu of fractional shares, Dean Foods stockholders will
receive cash, which generally will be taxable. Given the nature of the
transaction, any holder of Dean Foods common stock who sells shares on or
before the distribution date will also be selling their entitlement to receive
shares of TreeHouse common stock in the spin-off. Stockholders of Dean Foods
common stock are encouraged to consult with their financial advisors regarding
the specific implications of selling Dean Foods common stock before the spin-
off.

No action is required by Dean Foods stockholders to receive their
TreeHouse common stock, and Dean Foods stockholders will not be required to
surrender any Dean Foods shares or pay anything, other than any taxes due in
respect of cash received in lieu of fractional share interests. Dean Foods
stockholders who hold Dean Foods common stock as of the record date will
receive a book-entry account statement reflecting their ownership of TreeHouse
common stock or their brokerage account will be credited for the shares.

Dean Foods has received a ruling from the Internal Revenue Service to the
effect that the distribution will be tax-free to Dean Foods and to its U.S.
common stockholders, except in respect of cash received in lieu of fractional
share interests. Dean Foods will mail an information statement to all
stockholders entitled to receive TreeHouse common stock on June 20, 2005. The
information statement will describe the new company, the procedures by which
the distribution will be effected, the risks of holding TreeHouse common stock
and other details of the transaction. A copy of the information statement is
included with the registration statement on Form 10, as amended, filed by
TreeHouse with the Securities and Exchange Commission in connection with the
transaction and available at the Commission’s website at http://www.sec.gov .

Stockholders with inquiries should contact:

Dean Foods Company
2515 McKinney Avenue, Suite 1200
Dallas, TX 75201
Attention: Investor Relations
(214) 303-3400.

Risks

The following statements made in this press release are “forward-looking”
and are made pursuant to the safe harbor provision of the Securities
Litigation Reform Act of 1995: (1) the likelihood of and expected timing for
completion of the spin-off transaction, (2) the anticipated listing of
TreeHouse on the New York Stock Exchange, (3) the expected date the shares of
each company will trade as separate issues, (4) the timing and development of
a “when-issued” trading market for TreeHouse common stock, and (5) the timing
of mailing of the information statement to Dean Foods stockholders. These
forward-looking statements are merely predictions and, therefore, they involve
risks and uncertainties which could cause actual results to differ materially
from the forward-looking statements set forth in this press release. These
risks and uncertainties include, without limitation, the following: (1) the
underlying assumptions and expectations related to the spin-off transaction
proving to be inaccurate or unrealized, (2) the timing of the effectiveness of
TreeHouse’s registration statement on Form 10 with the Securities and Exchange
Commission, and (3) the timing of the New York Stock Exchange’s approval for
listing of TreeHouse common stock. Additional factors related to these and
other expectations are detailed in the registration statement on Form 10, as
amended, filed by TreeHouse with the Securities and Exchange Commission.

Contact: Barry Sievert

Sr. Director, Investor Relations
(214) 303-3437

SOURCE Dean Foods Company

Barry Sievert, Sr. Director, Investor Relations of Dean Foods Company,
+1-214-303-3437

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