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EXHIBIT 99.1
[SUIZA FOODS AND DEAN FOODS LOGOS]
SUIZA FOODS AND DEAN FOODS ANNOUNCE MERGER,
CREATING $10 BILLION NATIONAL FOOD COMPANY
Companies Have Complementary Operations, Products, Distribution Networks and
Geographic Strengths and Strong Commitment to Quality and Customer Service
Dean Shareholders to Receive Total Value of $40.92 Per Share,
Consisting of $21.00 Cash and 0.429 Shares of Suiza Common Stock
Transaction, Valued at $2.5 Billion,
Will Be 5%-10% Accretive to Cash Earnings Per Share in the First Full Year
$120 Million in Annual Synergies by End of Third Year After Closing;
$60 Million Expected in First Full Year After Closing
Company to be Named Dean Foods; Headquarters to be in Dallas
DALLAS AND FRANKLIN PARK, ILL. - APRIL 5, 2001 - Suiza Foods
Corporation (NYSE: SZA) and Dean Foods Company (NYSE: DF) today announced they
have signed a definitive agreement under which the two companies will merge to
form a national dairy and specialty foods company with $10 billion in revenue.
The merged company, to be named Dean Foods, will be well positioned to meet the
needs of all customers, whether local, regional or national. Based on the
closing stock price of Suiza on April 4, 2001, the transaction is valued at $2.5
billion, including the assumption of $1.0 billion in debt.
The merger brings together two companies with complementary operations,
products and distribution networks, and expands both Suiza's and Dean's
geographic reach. Both companies share a common commitment to customer service,
product quality and innovation.
The combined company anticipates achieving annual synergies of $120
million by the end of the third year after closing. $60 million in synergies
should be realized in the first full year after
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closing. The synergies will come from areas spanning the combined company's
business, including general and administrative expenses, purchasing, plant and
operating efficiencies, manufacturing, marketing and distribution.
The transaction will be accretive by 5%-10% in the first year after
closing to cash earnings per share. The term `cash earnings per share' assumes
the adoption of the new Business Combinations and Intangibles exposure draft
issued by the Financial Accounting Standards Board.
"This is an extremely compelling transaction that offers significant
value to shareholders of both companies. The merger is an important step in
delivering on our ongoing growth strategy and positioning us for the future,"
said Gregg Engles, Suiza's Chairman and Chief Executive Officer. "The virtual
completion of our national geographic footprint, with its associated benefits in
customer service and efficiency across our manufacturing and distribution
systems, will provide us material and ongoing benefit. Likewise, the addition of
Dean's Specialty Foods and the combination of the National Refrigerated Products
group with our Morningstar value-added business will provide an enhanced
platform to create shareholder value for years to come."
Engles continued, "By combining with Dean Foods, we will also generate
greater efficiencies and scale to invest in innovation and growth. This
opportunity should translate into increased consumption - a benefit for the
entire industry, from dairy farmers to consumers."
Upon closing, the merged company will carry the Dean Foods name and
will be headquartered in Dallas. Howard Dean, Chairman and CEO, Dean Foods, will
serve as Chairman of the Board of the merged company. Gregg Engles, Chairman and
CEO of Suiza Foods, will be CEO of the merged company, and will assume the
Chairman's role upon Dean's retirement. Both Dean and Engles will be members of
the merged company's executive and management committees.
The transaction has received the unanimous approval of both companies'
Boards of Directors and is expected to close in the third quarter of 2001.
Terms of the Agreement
Under the terms of the agreement, Dean Foods shareholders will receive
total consideration of $40.92 per common share, consisting of $21.00 in cash and
0.429 shares of Suiza common stock, a premium of 26% based on the closing prices
of both companies on April 4, 2001. Suiza will also assume $1.0 billion of debt.
Upon completion of the transaction, there will be approximately 43
million basic shares of the new Dean Foods Company stock outstanding, with
current Suiza shareholders owning
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approximately 65% of the company and dean foods shareholders holding
approximately 35%. Simultaneously with the change of suiza's name to dean foods
on the closing date, its trading symbol on the new york stock exchange will be
df.
The new Dean Foods Board of Directors will consist of the existing 10
Suiza members and 5 members to be nominated by Dean Foods.
"By combining, Suiza and Dean are demonstrating a commitment to provide
our customers with the best possible products and services in every market we
serve," said Howard Dean, Dean Foods Chairman and CEO. "The combined resources
and strengths of the new Dean Foods should provide greater opportunities for the
employees of both companies and lay the foundation for continued growth into the
future. I look forward to working with Gregg as the company begins its next
stage of growth."
Engles added: "This merger will create continuing opportunities for our
employees as we build a larger, stronger company. We will draw upon the
significant industry expertise and talent of both companies."
Completion of the transaction is contingent upon approval by a majority
of shareholders in both companies, certain regulatory approvals and other
customary closing conditions.
The Dean Foods quarterly dividend of $0.225 per common share will be
paid at the discretion of the Dean Foods Board until closing. After closing, the
dividend will be discontinued.
Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated were
advisors to Suiza; Goldman, Sachs & Co. advised Dean Foods.
Repurchase of DFA Interest
In connection with the transaction, Suiza has also agreed to repurchase
the 33.8% stake in Suiza Dairy Group that is owned by the Dairy Farmers of
America, Inc. (DFA) for a consideration of approximately $165 million in cash
and the operations of six plants located in five states where Suiza and Dean
Foods overlap. Plant names and locations include: Barber, Birmingham, Ala.;
Velda, Miami, Fla.; Velda, Winter Haven, Fla.; H. Meyer, Cincinnati, Ohio;
Coburg, N. Charleston, S.C.; Cream O Weber, Salt Lake City, Utah. Following the
DFA transaction, all of the U.S. Dairy operations will be 100% owned by the
shareholders of the new Dean Foods.
Said Engles, "We carefully analyzed the areas of overlap and identified
these operations to resolve potential regulatory concerns and ensure that
approval for this pro-competitive
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transaction is secured in a timely manner. This transaction will create a
world-class competitor in the food industry. The new Dean Foods will be a
powerful platform for driving innovation and efficiency for the benefit of our
consumers and customers and for driving growth and profitability for the benefit
of our employees and shareholders."
Merrill Lynch & Co. advised Dairy Farmers of America, Inc. in these
transactions.
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A conference call to discuss the announcement will be held at 10:00
a.m. eastern today. The call may be accessed live by visiting either
http://www.suizafoods.com or http://www.deanfoods.com.
ABOUT DEAN FOODS:
Dean Foods is one of the nation's leading dairy processors and
distributors producing a full line of branded and private label products,
including fluid milk, ice cream and extended shelf life products, which are sold
under the Dean's and other strong regional brand names. Dean Foods is the
industry leader in other food products including pickles, powdered non-dairy
coffee creamers, aseptically packaged foodservice products, and refrigerated
dips and salad dressings. More information about Dean Foods can be found on its
web site at http://www.deanfoods.com.
ABOUT SUIZA FOODS:
Suiza Foods Corporation, based in Dallas, Texas, is the nation's
leading fluid dairy processor and distributor, producing a full line of
company-branded and customer-branded products. National brands include
International Delight(R), Second Nature(R), Naturally Yours(R), Mocha Mix(R),
Sun Soy(TM), kidsmilk(TM) and fitmilk(R). Regional brands consist of Adohr
Farms(R), Barbe's(R), Brown's Dairy(TM), Broughton(R), Country Fresh(R),
Dairymen's(R), Flav-O-Rich(R), Lehigh Valley Farms(R), London's(R), Meadow
Gold(R), Model Dairy(TM), Garelick Farms(TM), Oak Farms(R), Robinson(R),
Schenkel's All Star Dairy(TM), Schepps(R), Shenandoah's Pride(R), Suiza(TM),
Louis Trauth(TM), Tuscan(R), Velda Farms(R) and West Lynn Creamery(R), as well
as Celta(R) in Spain. Suiza also sells products under partner or licensed brands
in certain regions, including Borden(R), Lactaid(R), Foremost(R) and Pet(R).
Additionally, the company owns approximately 43% of Consolidated Container
Company, one of the nation's largest manufacturers of rigid plastic containers.
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Some of the statements in this press release are "forward-looking" and are made
pursuant to the safe harbor provision of the Securities Litigation Reform Act of
1995. These "forward-looking" statements include statements relating to (1) the
impact the companies expect the proposed transaction to have on earnings per
share, (2) the companies' expectations about their ability to successfully
integrate the combined businesses, (3) the amount of cost savings and overall
operational efficiencies the companies expect to realize as a result of the
proposed transaction, (4) when the companies expect to close the proposed
transaction, (5) the level of divestitures necessary to obtain regulatory
approval, (6) the companies' projected combined sales, EBITDA and margins, (7)
the ability of the companies to implement and continue branding initiatives and
product innovations in a cost effective manner, (8) the ability of the companies
to obtain financing for the transaction upon the terms contemplated, and (9) the
ability to meet their stated financial goals. These statements involve risks and
uncertainties which may cause results to differ materially from those set forth
in these statements. The ability to achieve the earnings per share projected and
to realize projected cost savings and operational efficiencies is dependent upon
their ability in the time periods projected, to (i) consolidate or reduce
certain administrative or centralized functions, (ii) obtain certain goods and
services more cost effectively, (iii) shift production and distribution between
operating locations without disruption in their operations or in their relations
with their customers, and (iv) close the proposed transactions on the terms
contemplated. The ability to close the proposed transaction in the third quarter
is subject to receipt of shareholder approval and regulatory approval. The level
of divestitures necessary to obtain regulatory approval of the transaction is
subject to the extent of competition in the various markets in which the
combining companies operate, as determined by the department of justice, other
regulatory authorities and potentially, state and federal courts. The ability of
the companies to achieve projected combined sales, EBITDA and margins is
dependent upon the ability of the combining companies to maintain their existing
customer and other business relationships or to replace such customers or
business relationships with other comparable relationships and upon economic,
governmental and competitive conditions generally. The ability of the companies
to obtain financing and the terms of such financing is subject to the financial
condition and operating performance of each of the combining companies prior to
closing and to economic and financial market conditions generally. Other risks
affecting the business of the companies are identified in their filings with the
securities and exchange commission, including the suiza foods annual report on
form 10-k for the year ended december 31, 2000 and the dean foods annual report
on form 10-k for the year ended may 28, 2000. All forward-looking statements in
this press release speak only as of the date hereof. Suiza foods and dean foods
expressly disclaim any obligation or undertaking to release publicly any updates
or revisions to any such statements to reflect any change in their expectations
or any changes in the events, conditions or circumstances on which any such
statement is based.
OTHER LEGAL INFORMATION
Suiza Foods and Dean Foods expect to file with the SEC a joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction. Investors are urged to read the joint proxy statement/prospectus
when its becomes available and any amendments or supplements to the joint proxy
statement/prospectus as well as any other relevant documents filed with the SEC,
because they will contain important information concerning the proposed
transaction. Investors will be able to obtain the joint proxy
statement/prospectus and other documents filed with the SEC free of charge at
the SEC's website (http: //www.sec.gov). In addition, the joint proxy
statement/prospectus and other documents filed by Suiza Foods and Dean Foods
with the SEC may be obtained free of charge by contacting Suiza Foods, 2515
McKinney Avenue, Suite 1200, Dallas, Texas 75201, Attn: Investor Relations (tel
214-303-3400) or Dean Foods, 3600 North River Road, Franklin Park, Illinois
60131, Attn: Investor Relations (tel 847-678-1680).
Suiza, Dean and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the stockholders of Suiza
and Dean in favor of the transaction. The directors and executive officers of
Suiza and their beneficial ownership of Suiza common stock are set forth in the
proxy statement for the 2000 annual meeting of Suiza. The directors and
executive officers of Dean and their beneficial ownership of Dean common stock
are set forth in the proxy statement for the 2000 annual meeting of Dean. You
may obtain the proxy statements of Suiza and Dean free of charge at the SEC's
website (http://www.sec.gov). Stockholders of Suiza and Dean may obtain
additional information regarding the interest of such participants by reading
the joint proxy statement/prospectus when it becomes available.
CONTACTS:
Suiza Foods Dean Foods
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Financial: Financial:
Cory Olson/P.I. Aquino Barbara Klein (847) 233-5263
(214) 303-2299 William Luegers (847) 233-5361
Media: Media:
Richard Coyle/Owen Blicksilver/Jim Barron LuAnn Lilja
(212) 687-8080 (847) 233-5459
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TRANSACTION FACT SHEET
SUIZA DEAN COMBINED
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Corporate Identity Suiza Foods Corporation Dean Foods Company DEAN FOODS COMPANY
Year Founded 1988 1925 2001
Headquarters Dallas, TX Franklin Park, IL DALLAS, TX
Number of States 31 25 39
US Dairy Facilities 80 domestic, 3 International 60 137(1)
U.S. DSD Routes 4,000 2,200 6,000
Employees 18,000 14,000 30,000
Officers Gregg Engles, Chairman & CEO Howard M. Dean, Chairman & CEO HOWARD DEAN, CHAIRMAN
GREGG ENGLES, CEO
Fiscal Year End December 31 Last Sunday of May DECEMBER 31
Sales $5,756M(2) $4,272M(2) $9,528M(3)
EBITDA $520M(2) $339M(2) $879M(3)
)Diluted Shares Outstanding 36.7M 35.6M 52.4M
Stock Exchange Listings NYSE: SZA NYSE: DF NYSE: DF
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(1) Adjusted for divestiture of six facilities to DFA as part of the
transaction
(2) As of December 2000 for Suiza and as of February 2001 for Dean
(3) Anticipated 1st year net synergies and divestitures
SUIZA DEAN
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Divisions Brands Divisions Brands
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SUIZA DAIRY GROUP DAIRY GROUP
Branded and private label fresh, kidsmilk(TM) and fitmilk(R), Fluid milk and other cultured Regional brands include
flavored, single serve and extended Adohr Farms(R), Barbe's(R), products including ice cream, Deans, Milk Chugs(R),
shelf life fluid milk, organic milk, Brown's Dairy(TM), fresh and aerosol whipped McArthur, T.G.Lee,
ice cream and novelties, sour cream, Broughton(R), Country cream, half-and-half, flavored Barber's, Coburg,
cottage cheese, dips and yogurt, Fresh(R), Dairy Gold(R), milks, cottage cheese, sour Mayfield, Purity,
half-and-half, coffee creamers, Dairymen's(R), Flav-O-Rich(R), cream, lactose-reduced milk Reiter,Meadow Brook,
juice drinks and bottled water Garelick Farms(R), Lehigh Wengert's, Cream
Valley Farms(R), London's(R), O'Weber, Creamland,
Meadow Gold(R), Model Dairy(R), Gandy's Price's, Alta
Oak Farms(R), Poudre Valley(R), Dena and Berkeley
Robinson(R), Schenkel's All Farms and licensed
Star Dairy, Schepps(R), products including
Shenandoah's Pride(R), Louis NesQuik, Land O'Lakes
Trauth Dairy(R), Tuscan(R), and Dairy Ease
Velda Farms(R), West Lynn
Creamery(R)
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MORNINGSTAR International Delight(R), SPECIALTY FOODS GROUP Private label pickles
Second Nature(R), Naturally and regional brands
Branded value-added and private Yours(R), Mocha Mix(R), Sun Pickles, non-dairy coffee including Arnold,
label extended shelf life flavored Soy(TM) creamers, puddings and sauces Atkins, Aunt Jane,
and single serve milk, soymilk, Bennett, Cates, Dailey,
lactose-free milk, sour cream, Heifetz, Hoffman House,
cottage cheese, dips, yogurt, Nalley, Paramount,
egg substitute, half-and-half, Peter Piper, Rainbow,
coffee creamers, aerosol and Roddenbury, Schwartz
pre-whip topping and Steinfeld
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INTERNATIONAL AND PUERTO RICO Suiza Dairy(R)in Puerto Rico NATIONAL REFRIGERATED PRODUCTS Milk Chugs, Marie's salad
Celta(R)in Spain GROUP dressings, Dean Dips,
Branded and value-added UHT milk Branded value-added products Dips for One(TM), Grip N'
including intermediate and Go and Silk Soy Milk
extended shelf life products (under license agreement)
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