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Vandemoortele N.V. and Dean Foods announce an agreement for Dean Foods to acquire Vandemoortele’s Alpro Division

Gent, Belgium, June 15, 2009, -- Vandemoortele, N.V., Belgium’s largest privately-held food company, and Dean Foods Company (NYSE:DF) today announced an agreement for Dean Foods Company to acquire Vandemoortele’s Alpro Division. The transaction’s price is approximately € 325 million. It is expected to be completed in the third quarter.

Jean Vandemoortele, President of the Group Executive Committee of Vandemoortele, said,
“Earlier this year, we decided to change our strategy by focusing on our Frozen Bakery and
Margarine & Fats activities, which represent together 80 percent of the Group's turnover and
are essentially oriented towards professional and industrial customers. Selling Alpro to Dean
Foods offers the best opportunities for future growth, both for our Frozen Bakery and
Margarine & Fats activities, which will have the necessary resources to pursue their
expansion in Europe, and for Alpro and its staff, which provides a strong European platform
for Dean Foods.”

“We think this is a great deal and establish Dean Foods as a clear global leader with over
$1 billion in annual retail sales in the attractive soy beverages and related products
category,” said Gregg Engles, Dean Foods Chairman and CEO. “This is one of the most
strategic assets we could have acquired. We see significant opportunities to leverage the
collective strengths of both businesses across a global soy platform to accelerate growth.”

Bernard Deryckere, CEO of Alpro, said, "I'm very optimistic about the future of Alpro. Our
market strategy and strong values combined with our great staff have led to extraordinary
results in the past. I am delighted that Dean Foods, a recognized leader in the branded soy
products business, will be our parent company. With a shared passion for growing brands, it
is my deepest belief that together we will now share even greater success."

With its Alpro® soya and Provamel® brands, Alpro is the European leader in branded soybased
beverage and food products and had net sales of approximately € 260 million in 2008.
Alpro has five manufacturing sites in Belgium, the United Kingdom, France and the
Netherlands, and employs approximately 750 people.

Alpro CEO Bernard Deryckere will report to Joe Scalzo, CEO and President of Dean Foods
WhiteWave-Morningstar division. Alpro will be run as a separate European business.
The parties have committed to an agreement to acquire Alpro, a division of Vandemoortele,
subject to customary works council procedures. Completion of the transaction is subject to
customary closing conditions.

 

Frequently asked questions regarding Dean Foods' acquisition of Alpro

What does this mean for Alpro employees?

There will be little impact of the transaction on the vast majority of the employees. It is ‘business as usual’ in terms of day-to-day operations.

As Bernard Deryckere (CEO Alpro) pointed out in the announcement, the fact of being a part of the Dean Foods’ WhiteWave business means being a part of a large organization with a rich heritage, a similar culture with financial strength and broad consumer-facing expertise.

What are the plans of the new owner with Alpro?

Dean Foods’ WhiteWave business is acquiring Alpro for its strong European position and is in full support of the strategy of the company.  Alpro, with its strong management team and highly qualified employees, is a synergistic fit with Dean Foods’ WhiteWave business and strategy.  Dean Foods’ WhiteWave business has confirmed that it wants to make Alpro its European platform for the soy-based business.

Is there an overlap of activities?

Dean Foods’ WhiteWave business does not have a pan-European infrastructure and there is no overlap with Dean Foods’ WhiteWave business activities here.  At this time, we have no plans to change the current Alpro infrastructure. We are sure people will stay focused on business as usual and continue building a great company.

Will management stay on?

Dean Foods’ WhiteWave business has recognized that Alpro has a strong management team as well as highly skilled employees with a solid track record. The strong management team can continue the current path of growth of Alpro.

What will change in the sustainable production methods which Alpro uses?

Dean Foods’ WhiteWave business has the soymilk brand Silk in the US and shares Alpro’s commitment for more sustainable production. For example, Dean Foods’ WhiteWave division has earned a fifth Green Power Leadership Award from the U.S. EPA for its efforts in offsetting Greenhouse Gas Emissions.

What will happen to the brands?

Among the key assets of Alpro, next to its people, there are the 2 strong brands Alpro® Soya and Provamel®, which are both European leaders in their respective segments. A key objective of the new shareholders is to further strengthen our leading position through brand building.

Will anything change on product quality or the ban of GMO's in Alpro products?

Dean Foods’ Silk® soymilk does not use GMOs.  As a result of this acquisition, there are definitely no plans to make any changes. Quality is and will remain a key priority for Alpro.