Stockholders Approve Sale of Dole’s Worldwide Packaged Foods and Asia Fresh Businesses

  Stockholders Approve Sale of Dole’s Worldwide Packaged Foods and Asia Fresh
  Businesses

                     New Dole Planned Leadership Changes

Business Wire

WESTLAKE VILLAGE, Calif. -- December 06, 2012

Dole Food Company, Inc. (NYSE: DOLE) today announced that it has moved much
closer to completing the sale of its worldwide packaged foods and Asia fresh
businesses to ITOCHU Corporation for $1.685 billion in cash, with stockholder
approval of the sale at today’s special meeting of stockholders held at the
Dole headquarters in Westlake Village, California. The transaction has already
received required regulatory approval in six of seven reviewing countries, and
both Dole and ITOCHU are continuing to work toward consummating the sale by
December 31, 2012, subject to final regulatory approval from China.

The consummation of the sale will result in a substantial portion of Dole’s
operations being sold to ITOCHU, with the new Dole having a smaller footprint
with two lines of fresh produce businesses: fresh fruit and fresh vegetables.
The Dole operations will no longer include the worldwide packaged foods and
Asia fresh businesses, resulting in overall revenue for the new Dole in the
approximate $4.2 billion range with revenue from its fresh fruit business line
being reduced in size by approximately 30%.

Dole will be putting in place a new capital structure at the time of
consummation of the sale which, together with substantially all the proceeds
from the sale transaction, will be used to pay off existing indebtedness and
to provide funding for transaction-related taxes, costs and expenses, the
possible settlement of some or all of Dole’s long-term Japanese yen hedges,
anticipated post-closing restructuring expenses and other corporate purposes.
It is expected that the new Dole will benefit from a significant reduction in
interest expense and a substantially reduced leverage ratio on a going forward
basis.

“This is a transformative transaction for our company and we are pleased to
have received stockholder approval today,” said David H. Murdock, Dole’s
Chairman. “While Dole’s fresh produce business will be significantly smaller
and is continuing to experience declining earnings in a continued difficult
economic environment both in the United States and in Europe, I am very
optimistic about the long-term future of Dole and its prospects. We will
remain an industry leader in the sourcing, distribution and marketing of
bananas, pineapples and other tropical fruits, packaged salads, fresh-packed
vegetables and fresh berries. With the planned substantial reduction in debt
and the eventual lower cost structure from right-sizing our organization, Dole
will be well positioned to pursue growth opportunities within the fresh
produce industry.”

Dole also announced planned leadership changes in connection with the sale
transaction. Mr. Murdock will return to the role of Chairman and Chief
Executive Officer, and C. Michael Carter will assume the added role of
President and Chief Operating Officer with all operating and corporate
functions reporting to him. Mr. Carter will also be rejoining Dole’s board. In
addition, Keith C. Mitchell, current chief financial officer of Dole’s North
American Fresh Fruit business, will become Chief Financial Officer; A.
Charlene Mims, currently responsible for benefits and payroll, will lead Human
Resources; and both Beth Potillo, current Treasurer, and Yoon J. Hugh, current
Controller and Chief Accounting Officer, will become Senior Vice Presidents
with added responsibilities.

“These are important leadership changes as we work toward right-sizing Dole
and refocusing our businesses for growth,” said Mr. Murdock. “Michael Carter
is a talented leader with a results-oriented operational focus, who as Dole’s
Executive Vice President and General Counsel has worked with me in leading
Dole through our most significant strategic events and challenges, since
joining Dole in October 2000. Michael brings years of experience in a number
of industries, with a varied history of operational and legal roles. I am
confident in his ability to right-size Dole and deliver synergies within our
remaining businesses.”

As part of the transition, David A. DeLorenzo, current President and Chief
Executive Officer, will be joining ITOCHU to lead the newly acquired Asia
fresh and worldwide packaged foods businesses, and will be leaving Dole’s
board. Joseph S. Tesoriero, current Executive Vice President and Chief
Financial Officer, and Sue Hagen, current Senior Vice President Human
Resources, will be leaving Dole in connection with the sale transaction.
“David DeLorenzo will be missed, and I have nothing but appreciation and
admiration for this long-term Dole executive and close personal friend,” said
Mr. Murdock. “Joseph Tesoriero has provided leadership at Dole during key
milestone events in his ten years with us, and I am personally grateful for
his many contributions. Sue Hagen’s professionalism and skill as a human
resources executive has served us well during her 26 years at Dole, and I
appreciate her continued focus on Dole’s most valued assets, its employees.”

“I am eagerly looking forward to working more closely with David Murdock and
Dole’s extraordinarily talented and experienced operational and corporate
management team and dedicated and energetic employees throughout our
organization,” said Mr. Carter. “Our resulting business profile will have
lower fixed costs and hence more operating flexibility, with more clarity and
focus, allowing us to dedicate our resources more fully to operating and
growing our remaining fresh fruit and vegetable businesses. Our new capital
structure will also provide us with increased flexibility, and will allow us
to react quickly to any acquisition opportunities in the commodity produce
sector, which we expect would be funded by anticipated new borrowings and
future internally generated free cash flow.”

This release contains “forward-looking statements,” within the meaning of the
Private Securities Litigation Reform Act of 1995 that involve a number of
risks and uncertainties. Forward- looking statements, which are based on
management’s current expectations, are generally identifiable by the use of
terms such as “may,” “will,” “expects,” “believes,” “intends,” “anticipates”
and similar expressions. The potential risks and uncertainties that could
cause actual results to differ materially from those expressed or implied
herein include the timing and whether the sale transaction is consummated,
weather-related phenomena; market responses to industry volume pressures;
product and raw materials supplies and pricing; energy supply and pricing;
changes in interest and currency exchange rates; economic crises and security
risks in developing countries; international conflict; and quotas, tariffs and
other governmental actions. Further information on the factors that could
affect Dole’s financial results is included in its Proxy Statement and other
filings with the SEC.

Contact:

Dole Food Company, Inc.
Beth Potillo, (818) 879-6733
 
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