Hostess Selects Flowers Foods as Stalking Horse Bidder for Majority of Bread Business, Including Wonder®

 Hostess Selects Flowers Foods as Stalking Horse Bidder for Majority of Bread
                         Business, Including Wonder®

- Agreement Would Include Up to $360 Million Cash Payment

- Sale Would Include Butternut®, Home Pride®, Merita®, Nature's Pride® and
Wonder® Brands

- Flowers Also Selected as Stalking Horse Bidder for Proposed $30 Million Cash
Purchase of Beefsteak® Brand

- Company Requests Court Permission to Conduct Auction to Obtain Highest and
Best Offer

PR Newswire

KANSAS CITY, Mo., Jan. 11, 2013

KANSAS CITY, Mo., Jan.11, 2013 /PRNewswire/ --Hostess Brands Inc. today
announced that the Company has selected Flowers Foods, Inc. as the stalking
horse bidder for the majority of the assets related to the Company's bread
business, including the Butternut®, Home Pride®, Merita®, Nature's Pride® and
Wonder® brands.

The agreement includes, in addition to the brands, 20 bakeries, 38 depots and
other assets. The purchase price consists of $355 million in cash (increased
to $360 million if certain license rights are included in the sale). The
Company's remaining bread brands, as well as its snack cake business, will be
sold separately.

Hostess has alsoselected Flowers as the stalking horse bidder for the
Company's Beefsteak® bread brand. The purchase price consists of $30 million
in cash for the brand. The transaction does not include facilities or
additional assets.

Hostess has requested that the U.S. Bankruptcy Court for the Southern District
of New York authorize the Company to proceed with an auction with the two
Flowers proposals as the stalking horse bids, provided the Company receives
additional qualified bids. If approved, the stalking horse bids will serve as
the opening bids in the auction. The final sales will be made to the highest
and best bidders at the auction, subject to Court approval.

"We are pleased with the Flowers offers and look forward to a robust auction
process that will allow these iconic brands to continue and to maximize value
for all of the Company's stakeholders," said Hostess Chairman and Chief
Executive Officer Gregory F. Rayburn. "We also continue to negotiate with
parties interested in purchasing our snack cake business and remaining bread
brands and expect to select additional stalking horse bidders as soon as
reasonably practicable."

Hostess has asked the Court to order that the auction take place on February
28 and that a Court hearing to authorize the sale to the highest or otherwise
best bidders commence on March 5. The schedule and the Flowers proposals are
subject to Court approval. A hearing to consider approval of the bid
procedures motions is scheduled for January 25.

Hostess selected the Flowers bids after Perella Weinberg Partners, Hostess's
financial advisor, conducted a bidding process that involved contacting 169
potentially interested parties, 87 of which signed confidentially agreements.

Jones Day provided legal advice to Hostess on the transaction. Flowers was
advised by Deutsche Bank and Kilpatrick Townsend.

About Hostess Brands
Founded in 1930, the Company's products include iconic brands such as
Hostess®, Wonder®, Nature's Pride®, Dolly Madison®, Drake's®, Butternut®, Home
Pride® and Merita®.

SOURCE Hostess Brands Inc.

Contact: Tom Becker, Tom_Becker@sitrick.com, or Lance Ignon,
Lance_ignon@sitrick.com, both at +1-212-573-6100, or AnitaMarie Laurie,
AnitaMarie@sitrick.com, all of Sitrick And Company, +1-310-788-2850
 
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