Pinnacle Foods Inc. To Acquire Iconic Wish-Bone® Salad Dressings

       Pinnacle Foods Inc. To Acquire Iconic Wish-Bone® Salad Dressings

Company to Host Conference Call To Discuss Transaction

PR Newswire

PARSIPPANY, N.J., Aug. 12, 2013

PARSIPPANY, N.J., Aug. 12, 2013 /PRNewswire/ -- Pinnacle Foods (NYSE: PF)
today announced that it has entered into a definitive agreement to acquire the
Wish-Bone^® salad dressings business from Unilever PLC, in a transaction that
is expected to be immediately accretive to Pinnacle. The acquisition, which
is subject to customary closing conditions, is expected to be completed in
late Q3 or early Q4 2013. 

Wish-Bone ^ is a leading salad dressing brand, holding the #1 share position
in the Italian segment of the category and the #3 position overall. The
portfolio being acquired includes a broad range of liquid and dry-mix salad
dressing flavors under the Wish-Bone and Western^® brand names. The brands
have attractive margins and high free cash flow conversion and are expected to
immediately enhance Pinnacle margins. Combined annual sales of the brands
being acquired total approximately $190 million.

Commenting on the announcement, Pinnacle Foods Chief Executive Officer Bob
Gamgort stated, "The acquisition of Wish-Bone is a perfect fit with our
successful strategy of 'Reinvigorating Iconic Brands.' In addition to enabling
significant cost synergies and tax benefits, the transaction enhances our
ability to offer consumers meal solutions and recipe ideas across our broad
portfolio of brands. We are excited to apply our innovation capabilities to
this great brand."

The purchase price of the transaction is $580 million, which will be funded
with cash on hand and new debt. Given that the acquisition will be structured
as an asset purchase, Pinnacle expects to realize approximately $125 million
in tax benefits on a net present value basis. Cost synergies are expected to
be substantial, as the Company plans to invest $40-50 million in capital to
consolidate production into an existing Pinnacle facility and fully leverage
the Company's supply chain. Unilever will continue to manufacture the brands
to be acquired, for a period of time, under a third-party manufacturing
agreement. Synergy realization will be phased over time, beginning in 2014
and ramping up through 2015, as manufacturing is transitioned to Pinnacle.
Full run-rate EBITDA of the acquired business is expected to reach $65
million, once full synergies are realized. 

EPS accretion is expected to grow from a slight impact in 2013 to meaningful
levels, beginning in 2014. Updated 2013 EPS guidance, including the expected
impact of the Wish-Bone acquisition, will be provided in the Company's second
quarter earnings announcement being released on August 14, 2013.

The Company will host a conference call to discuss the transaction today at
5:00pm (ET). To access the call, investors and analysts can dial (866)
655-9758 in the U.S. and Canada or (973) 935-8718 from outside the U.S. and
Canada and referencing Access Code: 31647397. A replay of the call will be
available, beginning August 12, 2013 at 9:00 PM (ET) until August 22, 2013, by
dialing (855) 859-2056 in the U.S. and Canada or (404) 537-3406 from outside
the U.S. and Canada and referencing Access Code 31647397. Access to a live
audio webcast and replay of the event will be available in the Investor Center
of the Company's corporate website at www.pinnaclefoods.com.

BofA Merrill Lynch is serving as exclusive financial advisor to Pinnacle Foods
in connection with this transaction.

About Pinnacle Foods Inc.

In more than 85% of American households, consumers reach for Pinnacle Foods
brands. Pinnacle Foods is a Top 1000 Company as ranked by Fortune Magazine. We
are a leading producer, marketer and distributor of high-quality branded food
products, which have been trusted household names for decades. Headquartered
in Parsippany, NJ, our business employs an average of 4,400 employees. We are
a leader in the shelf stable and frozen foods segments and our brands hold the
#1 or #2 market position in 10 of the 12 major categories in which they
compete. Our Duncan Hines Grocery Division manages brands such as Duncan
Hines^®baking mixes and frostings, Vlasic^®shelf-stable pickles, Mrs.
Butterworth's^®and Log Cabin^®table syrups, Armour^®canned meats,
Brooks^®and Nalley^®chili and chili ingredients, Duncan
Hines®Comstock^®and Wilderness^®pie and pastry fruit fillings and Open
Pit^®barbecue sauces. Our Birds Eye Frozen Division manages brands such as
Birds Eye^®, Birds Eye Steamfresh^®, C&W^®, McKenzie's^®, and
Freshlike^®frozen vegetables, Birds Eye Voila!^®complete bagged frozen
meals, Van de Kamp's^®and Mrs. Paul's^®frozen prepared seafood,
Hungry-Man^®frozen dinners and entrees, Aunt Jemima^®frozen breakfasts,
Lender's^® frozen and refrigerated bagels, and Celeste^®frozen pizza. Our
Specialty Foods Division manages Tim's Cascade Snacks^®, Hawaiian^®kettle
style potato chips, Erin's^®popcorn, Snyder of Berlin^®and Husman's^®snacks
in addition to our food service and private label businesses. Further
information is available atwww.pinnaclefoods.com.

Forward-Looking Statements

This press release contains statements that predict or forecast future events
or results, depend on future events for their accuracy or otherwise contain
"forward-looking statements." Such forward-looking statements include
information concerning the anticipated acquisition of the Wish-Bone^® business
and our possible or assumed future results of operations, including the impact
of the acquisition of the Wish-Bone^® business on such results. These
statements often include words such as "approximate," "believe," "expect,"
"anticipate," "intend," "plan," "estimate" or similar expressions. These
forward-looking statements are not historical facts, and are based on current
expectations, estimates and projections about our industry, management's
beliefs and certain assumptions made by management, many of which, by their
nature, are inherently uncertain and beyond our control. Accordingly, readers
are cautioned that any such forward-looking statements are not guarantees of
future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Actual results may differ
materially as a result of various factors, some of which are beyond our
control, including but not limited to: general economic and business
conditions, deterioration of the credit and capital markets, industry trends,
the loss of any of our major customers or suppliers, changes in demand for our
or Wish-Bone^® or Western^® products, changes in distribution channels or
competitive conditions in the markets where we operate, costs of integrating
acquisitions, including the Wish-Bone^® business, loss of our intellectual
property rights, fluctuations in price and supply of raw materials,
seasonality, our reliance on co-packers to meet our manufacturing needs and
the other risks and uncertainties detailed in our final prospectus filed with
the Securities and Exchange Commission on March 28, 2013 and subsequent
reports filed with the Securities and Exchange Commission. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable as of the date made, expectations may prove to have been materially
different from the results expressed or implied by such forward-looking
statements. Unless otherwise required by law, we also disclaim any obligation
to update our view of any such risks or uncertainties or to announce publicly
the result of any revisions to the forward-looking statements made in this
press release.

SOURCE Pinnacle Foods Inc.

Website: http://www.pinnaclefoods.com
Contact: Financial Contact: Maria Sceppaguercio, Senior Vice President,
Investor Relations, (973) 541-8629, Media Contact: Elizabeth Rowland, Pinnacle
Foods Media Relations, (973) 541-8620, mediainquiries@pinnaclefoods.com
 
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