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DEAN FOODS ANNOUNCES DETAILS FOR
COMPLETION OF TREEHOUSE FOODS, INC. SPIN-OFF: Record Date of June 20, 2005
and Expected Distribution Date of June 27, 2005
DALLAS, June 10, 2005 – Dean Foods Company (NYSE: DF) announced
today that the spin-off of its majority-owned subsidiary TreeHouse Foods,
Inc. is expected to close June 27, 2005. Immediately prior to the spin-off,
Dean Foods will transfer to TreeHouse the business currently conducted
by its Specialty Foods Group segment in addition to its Mocha Mix®,
Second Nature® and foodservice salad dressings businesses.
Under the terms of the transaction, Dean Foods will distribute all of the
shares of TreeHouse common stock held by Dean Foods to its stockholders
by means of a share dividend. These shares represent approximately 98.3%
of TreeHouse’s outstanding common stock. The remaining approximately
1.7% of TreeHouse common stock is held by the TreeHouse senior management
team headed by Sam K. Reed, former Chief Executive Officer of Keebler Foods
Company, who will serve as Chairman of the Board and Chief Executive Officer
of the new company. Following the distribution, Dean Foods will not own
any shares of TreeHouse, and TreeHouse will be an independent, publicly
traded company listed under the symbol “THS” on the New York
Stock Exchange. Payment of the share dividend is subject to final clearance
from the Securities and Exchange Commission and the New York Stock Exchange.
The terms of the share dividend are as follows: Dean Foods will distribute
to the holders of Dean Foods common stock one share of TreeHouse common
stock for every five shares of Dean Foods common stock outstanding on June
20, 2005, the record date for the distribution. The distribution will be
on or about June 27, 2005. No fractional shares of TreeHouse common stock
will be distributed. In lieu of fractional shares, Dean Foods stockholders
will receive cash, which generally will be taxable. Given the nature of
the transaction, any holder of Dean Foods common stock who sells shares
on or before the distribution date will also be selling their entitlement
to receive shares of TreeHouse common stock in the spin-off. Stockholders
of Dean Foods commons stock are encouraged to consult with their financial
advisors regarding the specific implications of selling Dean Foods common
stock before the spin-off.
No action is required by Dean Foods stockholders to receive their TreeHouse
common stock, and Dean Foods stockholders will not be required to surrender
any Dean Foods shares or pay anything, other than any taxes due in respect
of cash received in lieu of fractional share interests. Dean Foods stockholders
who hold Dean Foods common stock as of the record date will receive a book-entry
account statement reflecting their ownership of TreeHouse common stock
or their brokerage account will be credited for the shares.
Dean Foods has received a ruling from the Internal Revenue Service to the
effect that the distribution will be tax-free to Dean Foods and to its
U.S. common stockholders, except in respect of cash received in lieu of
fractional share interests. Dean Foods will mail an information statement
to all stockholders entitled to receive TreeHouse common stock on June
20, 2005. The information statement will describe the new company, the
procedures by which the distribution will be effected, the risks of holding
TreeHouse common stock and other details of the transaction. A copy of
the information statement is included with the registration statement on
Form 10, as amended, filed by TreeHouse with the Securities and Exchange
Commission in connection with the transaction and available at the Commission’s
website at http://www.sec.gov.
Stockholders with inquiries should contact:
Dean Foods Company
2515 McKinney Avenue, Suite 1200
Dallas, TX 75201
Attention: Investor Relations
(214) 303-3400.
Risks
The following statements made in this press release are “forward-looking”
and are made pursuant to the safe harbor provision of the Securities Litigation
Reform Act of 1995: (1) the likelihood of and expected timing for completion
of the spin-off transaction, (2) the anticipated listing of TreeHouse on
the New York Stock Exchange, (3) the expected date the shares of each company
will trade as separate issues, (4) the timing and development of a “when-issued”
trading market for TreeHouse common stock, and (5) the timing of mailing
of the information statement to Dean Foods stockholders. These forward-looking
statements are merely predictions and, therefore, they involve risks and
uncertainties which could cause actual results to differ materially from
the forward-looking statements set forth in this press release. These risks
and uncertainties include, without limitation, the following: (1) the underlying
assumptions and expectations related to the spin-off transaction proving
to be inaccurate or unrealized, (2) the timing of the effectiveness of
TreeHouse’s registration statement on Form 10 with the Securities
and Exchange Commission, and (3) the timing of the New York Stock Exchange’s
approval for listing of TreeHouse common stock. Additional factors related
to these and other expectations are detailed in the registration statement
on Form 10, as amended, filed by TreeHouse with the Securities and Exchange
Commission.
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