Thursday, 5 April 2001

Suiza Foods and Dean Foods Announce Merger, Creating $10 Billion National Food Company

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Thursday, 5 April 2001

Companies Have Complementary Operations, Products, Distribution Networks and
Geographic Strengths and Strong Commitment to Quality and Customer Service



Dean Shareholders to Receive Total Value of $40.92 Per Share,
Consisting of $21.00 Cash and 0.429 Shares of Suiza Common Stock 


Transaction, Valued at $2.5 Billion,
Will Be 5%-10% Accretive to Cash Earnings Per Share in the First Full Year 


$120 Million in Annual Synergies by End of Third Year After Closing;
$60 Million Expected in First Full Year After Closing 


Company to be Named Dean Foods; Headquarters to be in Dallas

DALLAS and FRANKLIN PARK, Ill., April 5 /PRNewswire/ — Suiza Foods
Corporation (NYSE: SZA) and Dean Foods Company (NYSE: DF) today announced they
have signed a definitive agreement under which the two companies will merge to
form a national dairy and specialty foods company with $10 billion in revenue.
The merged company, to be named Dean Foods, will be well positioned to meet
the needs of all customers, whether local, regional or national. Based on the
closing stock price of Suiza on April 4, 2001, the transaction is valued at
$2.5 billion, including the assumption of $1.0 billion in debt.

The merger brings together two companies with complementary operations,
products and distribution networks, and expands both Suiza’s and Dean’s
geographic reach. Both companies share a common commitment to customer
service, product quality and innovation.

The combined company anticipates achieving annual synergies of
$120 million by the end of the third year after closing. $60 million in
synergies should be realized in the first full year after closing. The
synergies will come from areas spanning the combined company’s business,
including general and administrative expenses, purchasing, plant and operating
efficiencies, manufacturing, marketing and distribution.

The transaction will be accretive by 5%-10% in the first year after
closing to cash earnings per share. The term ‘cash earnings per share’
assumes the adoption of the new Business Combinations and Intangibles exposure
draft issued by the Financial Accounting Standards Board.

“This is an extremely compelling transaction that offers significant value
to shareholders of both companies. The merger is an important step in
delivering on our ongoing growth strategy and positioning us for the future,”
said Gregg Engles, Suiza’s Chairman and Chief Executive Officer. “The virtual
completion of our national geographic footprint, with its associated benefits
in customer service and efficiency across our manufacturing and distribution
systems, will provide us material and ongoing benefit. Likewise, the addition
of Dean’s Specialty Foods and the combination of the National Refrigerated
Products group with our Morningstar value-added business will provide an
enhanced platform to create shareholder value for years to come.”

Engles continued, “By combining with Dean Foods, we will also generate
greater efficiencies and scale to invest in innovation and growth. This
opportunity should translate into increased consumption — a benefit for the
entire industry, from dairy farmers to consumers.”

Upon closing, the merged company will carry the Dean Foods name and will
be headquartered in Dallas. Howard Dean, Chairman and CEO, Dean Foods, will
serve as Chairman of the Board of the merged company. Gregg Engles, Chairman
and CEO of Suiza Foods, will be CEO of the merged company, and will assume the
Chairman’s role upon Dean’s retirement. Both Dean and Engles will be members
of the merged company’s executive and management committees.

The transaction has received the unanimous approval of both companies’
Boards of Directors and is expected to close in the third quarter of 2001.

Terms of the Agreement

Under the terms of the agreement, Dean Foods shareholders will receive
total consideration of $40.92 per common share, consisting of $21.00 in cash
and 0.429 shares of Suiza common stock, a premium of 26% based on the closing
prices of both companies on April 4, 2001. Suiza will also assume
$1.0 billion of debt.

Upon completion of the transaction, there will be approximately 43 million
basic shares of the new Dean Foods Company stock outstanding, with current
Suiza shareholders owning approximately 65% of the company and Dean Foods
shareholders holding approximately 35%. Simultaneously with the change of
Suiza’s name to Dean Foods on the closing date, its trading symbol on the New
York Stock Exchange will be DF.

The new Dean Foods Board of Directors will consist of the existing
10 Suiza members and 5 members to be nominated by Dean Foods.

“By combining, Suiza and Dean are demonstrating a commitment to provide
our customers with the best possible products and services in every market we
serve,” said Howard Dean, Dean Foods Chairman and CEO. “The combined
resources and strengths of the new Dean Foods should provide greater
opportunities for the employees of both companies and lay the foundation for
continued growth into the future. I look forward to working with Gregg as the
company begins its next stage of growth.”

Engles added: “This merger will create continuing opportunities for our
employees as we build a larger, stronger company. We will draw upon the
significant industry expertise and talent of both companies.”

Completion of the transaction is contingent upon approval by a majority of
shareholders in both companies, certain regulatory approvals and other
customary closing conditions.

The Dean Foods quarterly dividend of $0.225 per common share will be paid
at the discretion of the Dean Foods Board until closing. After closing, the
dividend will be discontinued.

Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated were
advisors to Suiza; Goldman, Sachs & Co. advised Dean Foods.

Repurchase of DFA Interest

In connection with the transaction, Suiza has also agreed to repurchase
the 33.8% stake in Suiza Dairy Group that is owned by the Dairy Farmers of
America, Inc. (DFA) for a consideration of approximately $165 million in cash
and the operations of six plants located in five states where Suiza and Dean
Foods overlap. Plant names and locations include: Barber, Birmingham, Ala.;
Velda, Miami, Fla.; Velda, Winter Haven, Fla.; H. Meyer, Cincinnati, Ohio;
Coburg, N. Charleston, S.C.; Cream O Weber, Salt Lake City, Utah. Following
the DFA transaction, all of the U.S. Dairy operations will be 100% owned by
the shareholders of the new Dean Foods.

Said Engles, “We carefully analyzed the areas of overlap and identified
these operations to resolve potential regulatory concerns and ensure that
approval for this pro-competitive transaction is secured in a timely manner.
This transaction will create a world-class competitor in the food industry.
The new Dean Foods will be a powerful platform for driving innovation and
efficiency for the benefit of our consumers and customers and for driving
growth and profitability for the benefit of our employees and shareholders.”

Merrill Lynch & Co. advised Dairy Farmers of America, Inc. in these

A conference call to discuss the announcement will be held at 10:00 a.m.
eastern today. The call may be accessed live by visiting either or

About Dean Foods:

Dean Foods is one of the nation’s leading dairy processors and
distributors producing a full line of branded and private label products,
including fluid milk, ice cream and extended shelf life products, which are
sold under the Dean’s and other strong regional brand names. Dean Foods is
the industry leader in other food products including pickles, powdered
non-dairy coffee creamers, aseptically packaged foodservice products, and
refrigerated dips and salad dressings. More information about Dean Foods can
be found on its web site at

About Suiza Foods:

Suiza Foods Corporation, based in Dallas, Texas, is the nation’s leading
fluid dairy processor and distributor, producing a full line of company-
branded and customer-branded products. National brands include International
Delight(R), Second Nature(R), Naturally Yours(R), Mocha Mix(R), Sun Soy(TM),
kidsmilk(TM) and fitmilk(R). Regional brands consist of Adohr Farms(R),
Barbe’s(R), Brown’s Dairy(TM), Broughton(R), Country Fresh(R), Dairymen’s(R),
Flav-O-Rich(R), Lehigh Valley Farms(R), London’s(R), Meadow Gold(R), Model
Dairy(TM), Garelick Farms(TM), Oak Farms(R), Robinson(R), Schenkel’s All Star
Dairy(TM), Schepps(R), Shenandoah’s Pride(R), Suiza(TM), Louis Trauth(TM),
Tuscan(R), Velda Farms(R) and West Lynn Creamery(R), as well as Celta(R) in
Spain. Suiza also sells products under partner or licensed brands in certain
regions, including Borden(R), Lactaid(R), Foremost(R) and Pet(R).
Additionally, the company owns approximately 43% of Consolidated Container
Company, one of the nation’s largest manufacturers of rigid plastic

Some of the statements in this press release are “forward-looking” and are
made pursuant to the safe harbor provision of the Securities Litigation Reform
Act of 1995. These “forward-looking” statements include statements relating
to (1) the impact the companies expect the proposed transaction to have on
earnings per share, (2) the companies’ expectations about their ability to
successfully integrate the combined businesses, (3) the amount of cost savings
and overall operational efficiencies the companies expect to realize as a
result of the proposed transaction, (4) when the companies expect to close the
proposed transaction, (5) the level of divestitures necessary to obtain
regulatory approval, (6) the companies’ projected combined sales, EBITDA and
margins, (7) the ability of the companies to implement and continue branding
initiatives and product innovations in a cost effective manner, (8) the
ability of the companies to obtain financing for the transaction upon the
terms contemplated, and (9) the ability to meet their stated financial goals.
These statements involve risks and uncertainties which may cause results to
differ materially from those set forth in these statements. The ability to
achieve the earnings per share projected and to realize projected cost savings
and operational efficiencies is dependent upon their ability in the time
periods projected, to (i) consolidate or reduce certain administrative or
centralized functions, (ii) obtain certain goods and services more cost
effectively, (iii) shift production and distribution between operating
locations without disruption in their operations or in their relations with
their customers, and (iv) close the proposed transactions on the terms
contemplated. The ability to close the proposed transaction in the third
quarter is subject to receipt of shareholder approval and regulatory approval.
The level of divestitures necessary to obtain regulatory approval of the
transaction is subject to the extent of competition in the various markets in
which the combining companies operate, as determined by the Department of
Justice, other regulatory authorities and potentially, state and federal
courts. The ability of the companies to achieve projected combined sales,
EBITDA and margins is dependent upon the ability of the combining companies to
maintain their existing customer and other business relationships or to
replace such customers or business relationships with other comparable
relationships and upon economic, governmental and competitive conditions
generally. The ability of the companies to obtain financing and the terms of
such financing is subject to the financial condition and operating performance
of each of the combining companies prior to closing and to economic and
financial market conditions generally. Other risks affecting the business of
the companies are identified in their filings with the Securities and Exchange
Commission, including the Suiza Foods Annual Report on Form 10-K for the year
ended December 31, 2000 and the Dean Foods Annual Report on Form 10-K for the
year ended May 28, 2000. All forward-looking statements in this press release
speak only as of the date hereof. Suiza Foods and Dean Foods expressly
disclaim any obligation or undertaking to release publicly any updates or
revisions to any such statements to reflect any change in their expectations
or any changes in the events, conditions or circumstances on which any such
statement is based.

Other Legal Information

Suiza Foods and Dean Foods expect to file with the SEC a joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction. Investors are urged to read the joint proxy statement/prospectus
when its becomes available and any amendments or supplements to the joint
proxy statement/prospectus as well as any other relevant documents filed with
the SEC, because they will contain important information concerning the
proposed transaction. Investors will be able to obtain the joint proxy
statement/prospectus and other documents filed with the SEC free of charge at
the SEC’s website (http: // In addition, the joint proxy
statement/prospectus and other documents filed by Suiza Foods and Dean Foods
with the SEC may be obtained free of charge by contacting Suiza Foods,
2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201, Attn: Investor
Relations (tel 214-303-3400) or Dean Foods, 3600 North River Road, Franklin
Park, Illinois 60131, Attn: Investor Relations (tel 847-678-1680).

Suiza, Dean and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of Suiza and Dean in favor of the transaction. The directors and executive
officers of Suiza and their beneficial ownership of Suiza common stock are set
forth in the proxy statement for the 2000 annual meeting of Suiza. The
directors and executive officers of Dean and their beneficial ownership of
Dean common stock are set forth in the proxy statement for the 2000 annual
meeting of Dean. You may obtain the proxy statements of Suiza and Dean free
of charge at the SEC’s website ( Stockholders of Suiza
and Dean may obtain additional information regarding the interest of such
participants by reading the joint proxy statement/prospectus when it becomes


                                        Suiza                       Dean
    Corporate Identity         Suiza Foods Corporation     Dean Foods Company
    Year Founded                        1988                        1925
    Headquarters                     Dallas, TX             Franklin Park, IL
    Number of States                     31                          25
    U.S. Dairy Facilities   80 domestic, 3 International             60
    U.S. DSD Routes                     4,000                      2,200
    Employees                          18,000                      14,000
    Officers                        Gregg Engles,             Howard M. Dean,
                                   Chairman & CEO              Chairman & CEO

    Fiscal Year End                  December 31           Last Sunday of May
    Sales                            $5,756M(B)                  $4,272M(B)
    EBITDA                            $520M(B)                    $339M(B)
    Diluted Shares Outstanding          36.7M                      35.6M
    Stock Exchange Listings           NYSE: SZA                   NYSE: DF


    Corporate Identity                        Dean Foods Company
    Year Founded                                     2001
    Headquarters                                  Dallas, TX
    Number of States                                  39
    U.S. Dairy Facilities                           137(A)
    U.S. DSD Routes                                  6,000
    Employees                                       30,000
    Officers                                 Howard Dean, Chairman
                                               Gregg Engles, CEO

    Fiscal Year End                               December 31
    Sales                                         $9,528M(C)
    EBITDA                                         $879M(C)
    Diluted Shares Outstanding                       52.4M
    Stock Exchange Listings                        NYSE: DF

(A) Adjusted for divestiture of six facilities to DFA as part of the


(B) As of December 2000 for Suiza and as of February 2001 for Dean

(C) Anticipated 1st year net synergies and divestitures


Suiza Dairy Group

Branded and private label fresh, flavored, single serve and extended shelf
life fluid milk, organic milk, ice cream and novelties, sour cream, cottage
cheese, dips and yogurt, half-and-half, coffee creamers, juice drinks and
bottled water

Brands: kidsmilk(TM) and fitmilk(R), Adohr Farms(R), Barbe’s(R), Brown’s
Dairy(TM), Broughton(R), Country Fresh(R), Dairy Gold(R), Dairymen’s(R), Flav-
O-Rich(R), Garelick Farms(R), Lehigh Valley Farms(R), London’s(R), Meadow
Gold(R), Model Dairy(R), Oak Farms(R), Poudre Valley(R), Robinson(R),
Schenkel’s All Star Dairy, Schepps(R), Shenandoah’s Pride(R), Louis Trauth
Dairy(R), Tuscan(R), Velda Farms(R), West Lynn Creamery(R)


Branded value-added and private label extended shelf life flavored and
single serve milk, soymilk, lactose-free milk, sour cream, cottage cheese,
dips, yogurt, egg substitute, half-and-half, coffee creamers, aerosol and pre-
whip topping

Brands: International Delight(R), Second Nature(R), Naturally Yours(R),
Mocha Mix(R), Sun Soy(TM)

International and Puerto Rico

Branded and value-added UHT milk

Brands: Suiza Dairy(R) in Puerto Rico; Celta(R) in Spain


Dairy Group

Fluid milk and other cultured products including ice cream, fresh and
aerosol whipped cream, half-and-half, flavored milks, cottage cheese, sour
cream, lactose-reduced milk

Brands: Regional brands include Deans, Milk Chugs(R), McArthur, T.G.Lee,
Barber’s, Coburg, Mayfield, Purity, Reiter, Meadow Brook, Wengert’s, Cream
O’Weber, Creamland, Gandy’s Price’s, Alta Dena and Berkeley Farms and licensed
products including NesQuik, Land O’Lakes and Dairy Ease

Specialty Foods Group

Pickles, non-dairy coffee creamers, puddings and sauces

Brands: Private label pickles and regional brands including Arnold,
Atkins, Aunt Jane, Bennett, Cates, Dailey, Heifetz, Hoffman House, Nalley,
Paramount, Peter Piper, Rainbow, Roddenbury, Schwartz and Steinfeld

National Refrigerated Products Group

Branded value-added products including intermediate and extended shelf
life products

Brands: Milk Chugs, Marie’s salad dressings, Dean Dips, Dips for One(TM),
Grip N’ Go and Silk Soy Milk (under license agreement)
SOURCE Suiza Foods Corporation and Dean Foods Company

CONTACT: financial, Cory Olson or P.I. Aquino, 214-303-2299, both of
Suiza Foods Corporation; or media, Richard Coyle, Owen Blicksilver or Jim
Barron, 212-687-8080, for Suiza Foods Corporation; or financial, Barbara
Klein, 847-233-5263, or William Luegers, 847-233-5361, or media, LuAnn Lilja,
847-233-5459, all of Dean Foods Company/

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