Del Monte Foods to Acquire Meow Mix Creating Billion Dollar Pet Business; Company to Sell Private Label Soup and Infant Feeding Businesses

-- Transactions to Increase Focus on Higher-Margin, Branded Portfolio and Immediately Enhance Margin Profile

-- Strategic Acquisition of Key Cat Food Brand Strengthens Company's Presence in Fast-Growing Dry Pet Segment

-- Accelerates Top-Line Growth Potential

Del Monte Foods Company (NYSE: DLM) today announced that Del MonteCorporation, its wholly owned subsidiary, has entered into anagreement to acquire privately held Meow Mix Holdings, Inc. ("MeowMix") for approximately $705 million, which includes approximately $23million in tax benefits which the Company expects to achieve as aresult of the acquisition. Meow Mix, with 2005 revenues ofapproximately $250 million, a historical three-year sales CAGR of morethan 10% and a broad distribution base, has the #2 market share in the$2.5 billion dry cat food category (growing at approximately 4%annually).

Additionally, the Company announced today that it has entered intoan agreement to sell its private label soup and infant feedingbusinesses to TreeHouse Foods, Inc. ("TreeHouse") for approximately$275 million, including a working capital adjustment.

Delivery Against Project Brand

These transactions represent two major steps in the execution ofProject Brand, Del Monte's previously announced strategic plan toenhance shareholder value by increasing the branded focus of itsproduct portfolio and accelerating innovation-driven organic growth inhigher margin categories. The transactions are expected to improve DelMonte's overall company performance and significantly enhance thecompetitive position of the Pet Business specifically. These actionsare expected to increase Del Monte's branded sales to approximately85% of total net sales. Following the close of these transactions, DelMonte will have a billion Dollar pet food business with an improvedplatform for innovation, as well as greater revenue growth potentialand higher overall margins. The Company will also have a streamlinedcost and asset base and 39% fewer SKUs, well exceeding the Company'sProject Brand goal to achieve a 20% SKU reduction by fiscal 2008.

"These two transactions represent major steps in Del Monte'sstrategic commitment to expand its portfolio of higher marginbusinesses in fast growing categories with leading brands that cansupport ongoing innovation," said Richard G. Wolford, Del Monte'sChairman and Chief Executive Officer. "The transactions streamline ourcompany around our branded U.S. retail go-to-market platform,eliminate a parallel private label platform and reduce total SKUs byclose to 40%. The acquisition of Meow Mix will immediately strengthendry pet food, one of Del Monte's largest growth businesses and improvethe competitive position of our pet products portfolio. At the sametime, the divestiture of our private label soup and infant feedingbusinesses enables us to focus innovation initiatives and financialresources against faster-growing, margin-enhancing branded businessesthat share a common go-to-market platform. Together, thesetransactions will enhance the margin and growth potential of theentire Company and catapult us toward our goal of creating a morevalue-added, branded consumer packaged food company."

Strengthened Pet Portfolio

"Meow Mix is one of the most powerful brands in the pet foodindustry," Mr. Wolford continued. "This strong brand equity, which hasbeen outperforming the fast-growing dry cat category, provides anexcellent platform from which we can leverage Del Monte's strong U.S.retail go-to-market platform and proven innovation skills to transformthe competitive position of our pet products portfolio. We see greatopportunities to continue to expand the Meow Mix brand equity to thepremium wet cat and cat snack segments. Also, with its leading dry catproducts, Meow Mix is complementary to our existing 9Lives businesswhich has a stronger wet cat food presence."

Launched in 1974 in the United States, the Meow Mix brand hasgrown to become a leading brand in cat food. Meow Mix has accomplishedthis through its brand positioning and mission of "keeping catshappy." Its signature yellow packaging and tagline, "Tastes so goodcats ask for it by name," as well as the jingle "Meow, meow, meow,meow..." have helped the brand earn the highest awareness of any drycat food among consumers.

Meow Mix, which is majority owned by The Cypress Group, a NewYork-based private equity firm, is the maker of Meow Mix(R) brand catfood and Alley Cat(R) brand dry cat food. In recent years, Meow Mixhas successfully leveraged its strong brand platform and introducednew products such as Indoor, Kitten and Hairball Control Formula,premium pouch and Meow Mix cat treats. Like Del Monte's current petproducts, Meow Mix's products are distributed nationally, with themajority of sales in grocery and mass merchandiser channels. Meow Mixcurrently has a 16% share in the U.S. retail grocery market and over90% national distribution. Included in the acquisition is Meow Mix'snewly renovated, state-of-the-art production facility in Decatur,Alabama.

Divestiture Details

The divestiture of the soup and infant feeding businesses includesthe sale of Del Monte's manufacturing facility and distribution centerin Pittsburgh, Pennsylvania and certain manufacturing assetsassociated with the private label soup business located at theMendota, Illinois facility. Upon closing, approximately 790 of DelMonte's plant employees and approximately 120 additional employeeswill join TreeHouse.

"We believe we have significantly strengthened these businessessince they were acquired in December 2002," continued Wolford."However, given our branded focus going forward, we believe that thefuture of these businesses will be better aligned with TreeHouse,which is strategically focused on leveraging the business models andcapabilities these businesses represent. Del Monte will now be betterpositioned to build our branded, Pittsburgh-based StarKist Seafood andPet Products businesses as well as our Del Monte Brands business,which are all central to Del Monte's growth strategy going forward."

Historically, Del Monte has produced College Inn broth, privatelabel soup and infant feeding products in its Pittsburgh, Pennsylvaniafacility and private label soup and vegetable products in its Mendota,Illinois facility. As part of the transaction, Del Monte will enterinto a co-pack agreement with TreeHouse, under which TreeHouse willproduce broth in the Pittsburgh facility for Del Monte's College Innbroth business, which is not part of this sale. TreeHouse has enteredinto a long-term lease agreement at Del Monte's Mendota facility. DelMonte will retain ownership of the Mendota facility, where it willcontinue to produce vegetable products. The majority of Del Monte'ssupport services, including IT, Consumer Affairs, Customer FinancialServices, and Pet Products and StarKist Seafood Research andDevelopment, will remain in Pittsburgh.

Financial Information and Transaction Details

In fiscal 2006, the private label soup and infant feedingbusinesses together were expected to have generated approximately $295million of net sales and contributed $0.09 to earnings per share. Thedivestiture currently is expected to be slightly accretive to DelMonte's earnings per share in fiscal 2006, reflecting a smallafter-tax book gain, partially offset by the expected loss of earningscontribution from the businesses for the post-closing portion of thisfiscal year and other costs related to the sale. The transaction isexpected to generate after-tax cash proceeds of approximately $210million.

Del Monte expects to fund the Meow Mix acquisition with theproceeds of the divestiture, as well as with cash from operations andapproximately $300 million in debt. In year one, Del Monte expectsearnings generated from the acquisition of Meow Mix to largely offsetthe dilutive impact of the private label soup and infant feedingdivestiture. In year two, the Meow Mix acquisition is expected to bemeaningfully accretive to earnings as the Company captures the morethan $20 million in annualized synergies expected with thistransaction.

Additionally, the Company expects that the acquisition of MeowMix, with its gross margins in excess of 35%, and the elimination ofthe lower margin private label soup and infant feeding businesses,will increase Del Monte's overall gross margin by 100 basis points.

Del Monte Foods expects the acquisition of Meow Mix to close inthe first quarter of fiscal 2007, subject to the satisfaction ofregulatory approvals and customary closing conditions. The financialresults of the business are expected to be reported within the PetProducts reportable segment.

The divestiture of private label soup and infant feeding, which issubject to regulatory approval, is expected to be completed by the endof the Company's fiscal year 2006.

Lehman Brothers Inc. is acting as financial advisor to Del MonteCorporation for the Meow Mix acquisition. Banc of America SecuritiesLLC is acting as financial adviser to Del Monte Corporation for thesale of the private label soup and infant feeding businesses.

Del Monte Foods

Del Monte Foods is one of the country's largest and most wellknown producers, distributors and marketers of premium quality,branded and private label food and pet products for the U.S. retailmarket, generating over $3 billion in net sales in fiscal 2005. With apowerful portfolio of brands including Del Monte(R), Contadina(R),StarKist(R), S&W(R), Nature's Goodness(TM), College Inn(R), 9Lives(R),Kibbles 'n Bits(R), Pup-Peroni(R), Snausages(R), Pounce(R) and MeatyBone(R), Del Monte products are found in nine out of ten Americanhouseholds. For more information on Del Monte Foods Company(NYSE:DLM), visit the Company's website at www.delmonte.com.

Del Monte Foods will host a live audio webcast, accompanied by aslide presentation, to discuss its fiscal 2006 third quarter and thetransactions described herein at 8:00 a.m. PT (11:00 a.m. ET) today.The webcast slide presentation and historical, quarterly results canbe accessed at www.delmonte.com/Company/investors. The audio portionof the webcast may also be accessed during the call (listen-only mode)as follows: 1- 877-709-5341 (1-517-308-9005 outside the U.S. andCanada), verbal code: Del Monte Foods. The web cast and slidepresentation will be available online following the presentation.

Meow Mix

Meow Mix, headquartered in Secaucus, New Jersey, is the maker ofMeow Mix(R) brand cat food. Meow Mix varieties include OriginalChoice, Seafood Middles and Hairball Control Formula. Meow Mix alsomanufactures and markets Alley Cat(R) brand dry cat food.

TreeHouse Foods

TreeHouse is a food manufacturer servicing primarily the retailgrocery and foodservice channels. Its products include pickles andrelated products; non-dairy powdered coffee creamer; and other foodproducts including aseptic sauces, refrigerated salad dressings, andliquid non-dairy creamer. TreeHouse believes it is the largestmanufacturer of pickles and non-dairy powdered creamer in the UnitedStates based on sales volume.

The Cypress Group

The Cypress Group is a New York based private equity group whichmanages two private equity funds with more than $3.5 billion incommitments. Cypress invests in privately negotiated transactions,targeting operating businesses and investing with management to fostercontinued growth. Investments made by Cypress include Cinemark, Inc.;Williams Scotsman, Inc.; WESCO International, Inc.; ClubCorp, Inc.;Danka Business Systems PLC; MedPointe Inc.; Montpelier Re Holdings,Ltd.; Republic National Cabinet Corp.; Catlin Group Ltd.; The Meow MixCompany; Financial Guaranty Insurance Company (FGIC); Communications &Power Industries, Inc.; Affinia Group Inc.; Stone Canyon EntertainmentCorporation; Cooper-Standard Automotive; and Scottish Re GroupLimited. The Cypress Internet address is: www.cypressgp.com.

This press release contains forward-looking statements conveyingmanagement's expectations as to the future based on plans, estimatesand projections at the time the Company makes the statements.Forward-looking statements can be identified by the use of words suchas "expect," "plan," "will," and words of similar meaning. Theforward-looking statements contained in this press release includestatements related to the planned sale of the Company's private labelsoup and infant feeding businesses and timing thereof; the expectedimpact of the planned sale; the expected proceeds from such sale andthe expected use thereof; the planned co-pack relationship; and theexpected impact of the private label soup and infant feedingbusinesses on the Company's fiscal 2006 results. Other forward-lookingstatements contained in this press release include statements relatedto the planned acquisition of Meow Mix Holdings, Inc. and timingthereof; the expected impact of the planned acquisition, includingwithout limitation, the expected impact on the Company's margins andgrowth potential; and the expected impact of the acquisition on theCompany's fiscal 2007 and 2008 results. This press release alsoincludes forward looking statements related to the operation of theCompany going forward.

Forward-looking statements involve inherent risks anduncertainties and the Company cautions you that a number of importantfactors could cause actual results to differ materially from thosecontained in any such forward-looking statement, including failure toobtain regulatory approvals or satisfy other conditions necessary toconsummate the planned sale of the Company's private label soup andinfant feeding businesses on a timely basis if at all; other issuesaffecting the expected closing or consequences of the sale, includingindemnification and other ongoing obligations under the sale andancillary agreements, liabilities retained in connection with theplanned sale, the book and tax basis of the net assets to be divested,and the costs associated with the planned sale; failure to obtain FTCapproval or other regulatory approvals or satisfy other conditionsnecessary to consummate the planned acquisition of Meow Mix Holdings,Inc. on a timely basis if at all; other issues affecting the expectedclosing or consequences of the acquisition, including the auditedfinancial results of Meow Mix Holdings, Inc., the costs and expensesassociated with financing the purchase price, and other costsassociated with the planned acquisition; future financial operatingresults of the Company, including the private label soup and infantfeeding businesses and the Meow Mix business; and the Company'sbusiness plans at and after the time of any consummation of theplanned sale or planned acquisition.

Additional factors that may affect the Company's future financialoperating results and business plans are described in more detail,from time to time, in the Company's filings with the Securities andExchange Commission, including its annual report on Form 10-K and itsmost recent quarterly report on Form 10-Q. Investors are cautioned notto place undue reliance on these forward-looking statements, whichspeak only as of the date hereof. The Company does not undertake toupdate any of these statements in light of new information or futureevents.