[GRAPHIC OMITTED][NORTHLAND CRANBERRIES, INC. LOGO]
For More Information Contact:
John Swendrowski, Chairman & CEO
Northland Cranberries, Inc.
2930 Industrial Street, P.O. Box 8020
Wisconsin Rapids, WI 54495
Tel: 715-424-4444 Fax: 715-422-6897
www.northlandcran.com
NEWS RELEASE
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For release February 27, 2003 at 3:30 P.M. (CST)
NORTHLAND CRANBERRIES, INC. OFFERS TO PURCHASE OCEAN SPRAY CRANBERRIES, INC.'S
JUICE BUSINESS FOR AN ESTIMATED $800 MILLION
Offer Also Includes a 15-Year Agreement to Annually Purchase up to 3 Million
Barrels of Cranberries From Ocean
Spray at an Initial Price of $35 Per Barrel
Wisconsin Rapids, WI - In response to market rumors, Northland Cranberries,
Inc. (OTC: NRCNA), manufacturer of Northland brand 100% juice cranberry blends
and Seneca brand fruit juice products, today announced that on Friday, February
21, it made an offer to purchase Ocean Spray Cranberries, Inc.'s juice business,
including the Ocean Spray brand.
Northland's offer includes three main components. First, Northland has
proposed a purchase price equal to Ocean Spray's net juice sales for the
12-month period ending February 28, 2003, which Northland estimates to be
approximately $800 million. At least 55% of this purchase price would be paid in
cash and the remainder would be paid in the form of registered and
freely-tradable Northland stock. Sun Capital Partners, Inc. of Boca Raton,
Florida, Northland's controlling shareholder affiliate, will provide or arrange
for the necessary debt and equity capital to consummate this transaction.
Second, Northland has proposed to enter into a 15-year supply agreement
(with an unlimited number of mutual 5-year renewal options) with Ocean Spray
pursuant to which Northland will annually purchase between 2 million to 3
million barrels of cranberries at an initial purchase price of $35 per barrel
for the first year, and at a price increasing thereafter by $1 per barrel for
each of the next four years and by $0.50 per barrel for each of the next 10
years. Northland would also agree to purchase all of its requirements for
grapefruit at the then current spot market price.
Third, Northland has proposed to enter into a royalty agreement, with a
term coincident with the term of the supply agreement, pursuant to which
Northland will pay Ocean Spray annually an amount equal to 3% of Northland's net
sales and license fees on all of its sales and licensing of new non-juice
products utilizing the Ocean Spray brand name. Ocean Spray would also retain the
right under a perpetual license to use the brand name for its non-juice
products.
"We believe that this proposal is in the best interest of both companies,"
said John Swendrowski, Northland's Chairman and Chief Executive Officer. "Our
estimated $800 million purchase price
Northland Cranberries, Inc.
News Release, February 27, 2003
Page 2 of 3
represents a gross value to Ocean Spray's grower-members of over $200 per share.
In addition, our 15-year commitment to buy cranberries from Ocean Spray at an
initial first-year price of $35 per barrel, and ultimately increasing to a price
of $44.00 per barrel, should result in substantially increased per barrel prices
payable to Ocean Spray's grower-members for the foreseeable future. Our offer is
also structured to provide Ocean Spray's grower-members a direct equity interest
in our combined juice business and thereby enjoy the future potential financial
upside from our combined operations and marketing power as an ongoing business
with its primary focus on selling cranberry-based juice products."
"Finally, our offer will allow Ocean Spray to continue to operate its
existing non-juice business (i.e., fresh cranberries, cranberry sauce, craisins,
etc.), as well as its ongoing sale of grapefruit, cranberries and cranberry
concentrate not purchased by us under our supply agreement, for the continued
benefit of its grower-members," Swendrowski said.
Marc J. Leder, Northland's Vice-Chairman and a Managing Director of Sun
Capital Partners, Inc., said "We believe this is a solid proposal and, with the
resources of Sun Capital behind it, are confident we can provide or arrange the
debt and equity capital necessary to complete the transaction."
"We look forward to meeting with Ocean Spray's representatives to discuss
this proposal and explore potential alternatives that they believe might even
further enhance the value of this transaction for Ocean Spray and its
grower-members' benefit," Swendrowski stated.
Northland does not intend to update this information for any future
developments or circumstances and unless and until there is a definitive
agreement entered into between Northland and Ocean Spray. There can be no
assurance whatsoever that any transaction between Northland and Ocean Spray will
take place or the nature and extent of any terms and conditions of any such
transaction.
About Northland
Northland is a vertically integrated grower, handler, processor and
marketer of cranberries and value-added cranberry products. Northland processes
and sells Northland brand 100% juice cranberry blends, Seneca brand juice
products, Northland brand fresh cranberries and other cranberry products through
retail supermarkets and other distribution channels. Northland also sells
cranberry and other fruit concentrates to industrial customers who manufacture
juice products. Northland is the only publicly-owned, regularly-traded cranberry
company in the United States, with shares traded on the Over-the-Counter
Bulletin Board under the listing symbol NRCNA. For more information, visit
www.northlandcran.com.
Northland Cranberries, Inc.
News Release, February 27, 2003
Page 3 of 3
About Sun Capital Partners
Sun Capital Partners, Inc. is a leading merchant banking firm focused on
leveraged buyouts. Sun Capital has invested in more than 40 companies since its
inception in 1995 with combined revenues in excess of $4 billion. Sun Capital
recently completed the formation of its latest private equity fund, which raised
$500 million. Participating in Sun Capital's funds are leading fund-of-funds
investors, university endowments, pension funds, financial institutions and high
net worth individuals, families and trusts. Sun Capital's senior and
subordinated financing partners have included some of the largest and best known
banks and mezzanine lenders including JP Morgan Chase, Bank One, FleetBoston,
CIT, Deutsche Bank, Key Bank, LaSalle Bank, Ableco, Congress, Foothill, Midwest
Mezzanine, Met Life and Equinox. For more information, visit www.suncappart.com.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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Northland makes certain "forward-looking statements" in this press release, such
as statements about future plans, goals and other events which have not yet
occurred. These forward-looking statements are intended to qualify for the safe
harbors from liability provided by the Private Securities Litigation Reform Act
of 1995. These forward-looking statements can generally be identified because
they include words such as Northland "believes," "anticipates," "expects" or
words of similar import. Forward-looking statements include, among others,
statements about the proposed acquisition of Ocean Spray's juice business and
the benefits and effects of such transaction. These forward-looking statements
involve risks and uncertainties and the actual results could differ materially
from those discussed in the forward-looking statements. These risks and
uncertainties include, without limitation, risks associated with (i) Northland's
ability to reach an agreement to purchase Ocean Spray's juice business and, if
so, integrate and assimilate the acquisition and achieve, on a timely basis, the
anticipated benefits of synergies thereof; (ii) Northland's ability to gain and
maintain distribution capabilities and branded products market share and
generate increased levels of branded product sales; (iii) the level of cranberry
inventory held by industry participants; (iv) the development, market share
growth and continued consumer acceptance of Northland's branded juice products;
(v) the resolution of certain litigation related to the sale of the net assets
of Northland's private label juice business, and claims asserted by Northland
against our principal competitor regarding what Northland believes to be
anticompetitive tactics and unlawful monopolization within the cranberry
products industry; (vi) agricultural factors affecting Northland's crop and the
crop of other North American growers; and (vii) Northland's ability to comply
with the terms and conditions of, and to satisfy its responsibilities under, its
credit facilities and other debt agreements. You should consider these risks and
factors and the impact they may have when you evaluate these forward-looking
statements. These statements are based only on Northland's knowledge and
expectations on the date of this press release. Northland disclaims any duty to
update these statements or other information in this press release based on
future events or circumstances.
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