Flowers Foods' Bid for Certain Hostess Bread Brands and Bakeries Moves to Next Phase

Flowers Foods' Bid for Certain Hostess Bread Brands and Bakeries Moves to Next

PR Newswire

THOMASVILLE, Ga., Feb. 28, 2013

THOMASVILLE, Ga., Feb. 28, 2013 /PRNewswire/ --Flowers Foods, Inc. (NYSE:
FLO) today confirmed that its stalking horse bid for Hostess Brands, Inc.'s
Wonder, Nature's Pride, Merita, Home Pride, and Butternut bread brands; 20
bakeries; and approximately 38 depots for $360 million was declared the
highest and best bid for such assets, eliminating the need for the auction
that had been scheduled for February 28. This transaction now moves to the
next phase, which is a review and approval of Flowers' bid by the bankruptcy
court overseeing Hostess' bankruptcy case at a hearing scheduled for March 19,


Flowers' stalking horse bid for Hostess' Beefsteak brand for a purchase price
of $30 million was topped by another bidder. That auction was scheduled for
today, but Flowers chose not to increase its bid as would have been necessary
to win the Beefsteak auction.

"We are pleased Flowers won the bid for Hostess' primary bread brands and
bakeries without the need for an auction," said George E. Deese, Flowers
Foods' chairman of the board and CEO. "Now we move forward with the next step,
which is the bankruptcy court review. Following that, the transaction will
continue through the regulatory process before it can be finalized. We expect
it could be several months yet before it's finalized."

Following Hostess' exit from the market in November 2012 and the initiation of
the sale of its assets, Flowers announced on January 11, 2013, its agreement
with Hostess to be the stalking horse bidder for certain Hostess bread
bakeries and bread brands.

If Flowers is ultimately successful in its acquisition of these assets, they
will fit with the company's long-term growth objective to reach more of the
U.S. population with its fresh breads, buns, and rolls.

"Since 2004, our company has expanded the reach of our fresh bakery products
from about 38% of the U.S. population to more than 70% today," Deese noted.
"We accomplished this by expanding into new markets from our existing
bakeries, building new bakeries, and through strategic acquisitions. We have
proven experience in integrating acquisitions, having completed more than 100
since 1968 and three significant ones in just the last three years– Tasty
Baking, Lepage Bakeries, and the Sara Lee and Earthgrains brands in

About Flowers Foods
Headquartered in Thomasville, Ga., Flowers Foods, Inc. (NYSE: FLO) is one of
the largest producers of packaged bakery foods for retail and foodservice
customers in the United States with 2012 sales of $3.05 billion. Flowers
operates 44 bakeries that produce a wide range of bakery products. Among the
company's top brands are Nature's Own and Tastykake. Learn more at

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.

Contact: Investor Contact: Marta Jones Turner, +1-229-227-2348; Media Contact:
Keith Hancock, +1-229-227-2380
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