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Flowers Foods Signs Agreements to Acquire Certain Hostess Bread Brands and Bakeries



  Flowers Foods Signs Agreements to Acquire Certain Hostess Bread Brands and
                                   Bakeries

PR Newswire

THOMASVILLE, Ga., Jan. 11, 2013

THOMASVILLE, Ga., Jan. 11, 2013 /PRNewswire/ -- Flowers Foods, Inc. (NYSE:
FLO) today announced it has signed two asset purchase agreements with Hostess
Brands, Inc. as the "stalking horse bidder" for certain Hostess assets. One of
the agreements provides for the purchase by Flowers of the Wonder, Nature's
Pride, Merita, Home Pride and Butternut bread  brands; 20 bakeries; and
approximately 38 depots for a purchase price of $360 million. The other
agreement provides for the purchase by Flowers of the Beefsteak brand for $30
million.

(Logo:  http://photos.prnewswire.com/prnh/20080530/CLF007LOGO)

The transactions are subject to a court-approved bankruptcy process being
initiated by Hostess. If Flowers' "stalking horse" bids are approved by the
bankruptcy court, the bids would then be subject to a competitive auction
process to be held several weeks from now. The company would expect to close
the transactions shortly following court approval if it is selected as the
winning bidder. The transactions also are subject to regulatory clearance.

Flowers Foods has previously stated its interest in acquiring certain Hostess
assets should they become available. "This agreement is consistent with
Flowers Foods' long-term growth objectives to reach significantly more of the
U.S. population with its fresh breads, buns, and rolls," said George E. Deese,
chairman and chief executive officer of Flowers Foods. "We believe these
assets would enhance our ability, over time, to provide more U.S. consumers
with quality baked foods at a good value through existing and new retail and
foodservice customers."

Based on the current bid price, Flowers Foods would expect the transactions to
be accretive to earnings in 2013. Flowers Foods plans to finance the
transactions through a mix of available cash on hand and debt.

About Flowers Foods
Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is the
second-largest producer and marketer of packaged bakery foods for retail and
foodservice customers in the United States with annual sales of more than $3
billion. Flowers operates 44 bakeries that produce a wide range of bakery
products. These products currently are sold through a direct-store-delivery
network with access to more than 70% of the U.S. population in the East,
South, and Southwest as well as in certain markets in California. Select
Flowers products are sold nationwide through customers' delivery systems.
Among the company's top brands are Nature's Own and Tastykake. For more
information, visit www.flowersfoods.com.

Statements contained in this press release that are not historical facts are
forward-looking statements. All forward-looking statements in this press
release, including, but not limited to statements regarding the timing of the
transactions and required approvals, the combined company's plans, objectives,
expectations and intentions, the expected impact of the acquisition on the
future earnings of Flowers, anticipated benefits of the acquisition and
expected business opportunities that may be available, and the manner in which
Flowers intends to finance the acquisition, are subject to risks and
uncertainties that could cause actual results to differ from those projected.
Other factors that may cause actual results to differ from the forward-looking
statements contained in this release and that may affect the company's
prospects in general include, but are not limited to, (a) risks relating to
(1) the court-approved bankruptcy process and the ability of the parties to
obtain necessary regulatory approvals, satisfy all applicable conditions and
consummate the acquisition, (2) the ability of Flowers to integrate the
acquired assets into it existing business and operate the combined business
effectively and (3) the ability of Flowers to achieve the anticipated sales
for 2013, (b) competitive conditions in the baked foods industry, including
promotional and price competition, (c) changes in consumer demand for our
products, (d) the success of productivity improvements and new product
introductions, (e) a significant reduction in business with any of our major
customers including a reduction from adverse developments in any of our
customer's business, (f) fluctuations in commodity pricing, (g) our ability to
fully integrate recent acquisitions into our business,  and (h) our ability to
achieve cash flow from capital expenditures and acquisitions and the
availability of new acquisitions that build shareholder value.  In addition,
our results may also be affected by general factors such as economic and
business conditions (including the baked foods markets), interest and
inflation rates and such other factors as are described in the company's
filings with the Securities and Exchange Commission. 

SOURCE Flowers Foods, Inc.

Website: http://www.flowersfoods.com
Contact: Investor Contact: Marta J. Turner, +1-229-227-2348; Media Contact:
Keith Hancock, +1-229-227-2380
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