TreeHouse Foods to Acquire Protenergy Natural Foods for CAD $170 Million in Cash from Whitecastle Investments Limited, Whitecap

 TreeHouse Foods to Acquire Protenergy Natural Foods for CAD $170 Million in
   Cash from Whitecastle Investments Limited, Whitecap Venture Partners and
                                    Others

-- Increases annual revenue by approximately $200 million

-- Estimated EPS accretion of $0.11 - $0.14 in first full year following
closing

-- Positions TreeHouse at the forefront of evolution from cans to carton
packaging (aseptic and recart) for broth, soup, sauces and other shelf stable
liquids

-- Presents growth opportunities into closely adjacent food and beverage
categories

PR Newswire

OAKBROOK, Ill., April 21, 2014

OAKBROOK, Ill., April 21, 2014 /PRNewswire/ --TreeHouse Foods, Inc. (NYSE:
THS) today announced that it will acquire Protenergy Natural Foods, an
industry leading developer and manufacturer of premium quality food and
beverage products, namely private label broth, soups and gravies. TreeHouse
has agreed to pay Whitecastle Investments Limited, Whitecap Venture Partners
and others CAD $170 million (approximately US $150 million) in cash for the
business, subject to an adjustment for working capital.

The Company expects the transaction to have approximately $0.05 to $0.07 EPS
impact on 2014 earnings and add approximately $0.11 to $0.14 in EPS in 2015.
The transaction is expected to close late in the second quarter of 2014,
subject to the satisfaction of customary closing conditions, and will be
financed through borrowings under TreeHouse's existing credit facility.

Protenergy Natural Foods is at the forefront of the evolution of carton and
recart broth, soups and gravies, both for private label and corporate brands,
and also serves as a co-manufacturer of national brands. With approximately
300 employees, Protenergy is headquartered in Richmond Hill, Ontario, Canada
and operates a second production facility in Cambridge, Maryland. Protenergy
had 2013 sales of approximately CAD $130 million for the twelve months ended
December 31, 2013. Following the acquisition, TreeHouse anticipates pro forma
2014 sales of approximately $2.7 billion and adjusted EBITDA of approximately
$385 million.

"We are delighted to welcome Protenergy Natural Foods and its innovative
capabilities in premium food and beverage products to the TreeHouse family,"
said Sam K. Reed, Chairman, President and Chief Executive Officer of TreeHouse
Foods. "The acquisition of Protenergy is expected to expand our existing
packaging capabilities and enables us to offer customers a full range of soup
products, both wet and dry. The addition of Protenergy is also expected to
leverage our R&D capabilities in the evolution of shelf stable liquids from
cans to cartons. Lastly, we believe Protenergy's packaging applications
present meaningful growth opportunities in the categories that we already play
in today, as well as closely adjacent food and beverage categories."

"We are pleased to be joining TreeHouse Foods," said Kevin Tracey, Chief
Executive Officer of Protenergy Natural Foods. "We have an experienced and
highly capable management team, and we are focused on delivering innovative
product formulation, and exceptional processing and product quality to our
customers. We see significant opportunities for innovation and growth in
Tetra Recart packaging by leveraging the strengths of our two companies."

"We are proud to have assisted Protenergy in its growth from start up in 2004
to its acquisition by TreeHouse Foods," said Blaine Hobson, Managing Director
of Whitecap. "This acquisition represents an outstanding divestiture for our
shareholders and investors to a strategic buyer with the potential to unlock
the huge potential still remaining in Protenergy."

Barclays is acting as financial advisor on the transaction and Winston &
Strawn LLP and Stikeman Elliott LLP are serving as legal counsel to TreeHouse.
William Blair is serving as financial advisor to Protenergy and Whitecastle
with respect to the transaction, and Goodmans LLP is serving as legal counsel
to Protenergy and Whitecastle.

CONFERENCE CALL WEBCAST

A webcast to discuss the Company's acquisition of Protenergy will be held at
9:00 a.m. (Eastern Time) today and may be accessed by visiting the "Investor
Overview" page through the "Investor Relations" menu of the Company's website
at http://www.treehousefoods.com.

ABOUT TREEHOUSE FOODS

TreeHouse is a food manufacturer servicing primarily the retail grocery and
foodservice channels. Its major product lines include non-dairy powdered
creamer and sweeteners; condensed, ready to serve and powdered soups;
refrigerated and shelf stable salad dressings and sauces; powdered drink
mixes; single serve hot beverages; specialty teas; hot and cold cereals;
macaroni and cheese, skillet dinners and other value-added side dishes and
salads; salsa and Mexican sauces; jams and pie fillings under the E.D. Smith
brand name; pickles and related products; and other food products including
aseptic sauces and liquid non-dairy creamer. TreeHouse believes it is the
largest manufacturer of pickles and non-dairy powdered creamer in the United
States and the largest manufacturer of private label salad dressings, powdered
drink mixes and instant hot cereals in the United States and Canada based on
sales volume.

Additional information, including TreeHouse's most recent statements on Forms
10-Q and 10-K, may be found at TreeHouse Foods' website,
http://www.treehousefoods.com.

ABOUT PROTENERGY NATURAL FOODS

Protenergy Natural Foods Corporation is a technologically advanced innovative
manufacturer of premium quality natural food and beverage products. The
company is centrally located in the Greater Toronto area and provides
innovative product development expertise. Its state-of-the-art manufacturing
facility enables customers to receive products of the highest quality; costs
savings based on economies of scale and a highly efficient manufacturing
process; and improved shelf life due to process and fully integrated
operations. More information is available at www.protenergyfoods.com.

ABOUT WHITECASTLE INVESTMENTS AND WHITECAP VENTURE PARTNERS

Founded in 1959, and based in Toronto, Canada, Whitecastle, (through Whitecap
Venture Partners, its venture capital partnership with Hobson Equities),
provides capital and active operating assistance to early stage high growth
companies. For over 25 years, Whitecap has assisted dozens of companies grow
from early stage to large successful entities. To learn more about
Whitecastle and Whitecap, visit www.whitecastle.ca.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements." Forward-looking
statements include all statements that do not relate solely to historical or
current facts, and can generally be identified by the use of words such as
"may," "should," "could," "expects," "seek to," "anticipates," "plans,"
"believes," "estimates," "intends," "predicts," "projects," "potential" or
"continue" or the negative of such terms and other comparable terminology.
These statements are only predictions. The outcome of the events described
in these forward-looking statements is subject to known and unknown risks,
uncertainties and other factors that may cause TreeHouse or its industry's
actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements.
TreeHouse's Form 10-K for the year ended December 31, 2013 and other filings
with the SEC, discuss some of the factors that could contribute to these
differences. You are cautioned not to unduly rely on such forward-looking
statements, which speak only as of the date made, when evaluating the
information presented in this press release. TreeHouse expressly disclaims
any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein, to reflect any change in its
expectations with regard thereto, or any other change in events, conditions or
circumstances on which any statement is based.

SOURCE TreeHouse Foods, Inc.

Website: http://www.treehousefoods.com
Website: http://www.protenergyfoods.com
Website: http://www.whitecastle.ca
Contact: Investor Relations, 708.483.1300 Ext 1331
 
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