Snacks & Candy

Flowers Foods, Tasty Baking Announce Cash Tender Offer

Offer being made in connection with agreement and plan of merger
THOMASVILLE, Ga. & PHILADELPHIA -- Flowers Foods Inc. and Tasty Baking Co. have announced that Flowers Foods' direct wholly owned subsidiary, Compass Merger Sub Inc., has commenced its tender offer for all outstanding shares of common stock of Tasty Baking at a price of $4 per share, net to the seller in cash, without interest and less any required withholding taxes.(Click here for previous CSP Daily News coverage of Flower Foods' acquisition of Tasty Baking.) The tender offer is being made in connection with the agreement and plan of merger, dated April 10, 2011, by Flowers Foods; Flowers Bakeries LLC, a direct wholly owned subsidiary of Flowers Foods; and Tasty Baking. Pursuant to an assignment and assumption agreement, dated April 12, 2011, Flowers Bakeries LLC assigned all its rights and obligations under the agreement and plan of merger to Compass Merger Sub Inc.

Tasty Baking's board of directors has unanimously determined that the agreement and plan of merger and tender offer are in the best interests of Tasty Baking's shareholders. Tasty Baking's board also recommends that shareholders of Tasty Baking tender their shares pursuant to the tender offer.

The tender offer is scheduled to expire at midnight Philadelphia time on May 19, 2011, unless extended.

Founded in 1919 and headquartered in Thomasville, Ga., Flowers Foods, with $2.6 billion in annual sales, is one of the nation's leading producers and marketers of packaged bakery foods for retail and foodservice customers. Among the company's top brands are Nature's Own, Whitewheat, Cobblestone Mill, Blue Bird and Mrs. Freshley's. Flowers operates 39 bakeries that are among the most efficient in the baking industry. Flowers Foods produces, markets and distributes fresh bakery products that are delivered to customers daily through a direct-store-delivery system serving the Southeast, Mid-Atlantic and Southwest as well as select markets in California and Nevada. The company also produces and distributes fresh snack cakes and frozen breads and rolls nationally through warehouse distribution.

Tasty Baking Co., founded in 1914 and headquartered in Philadelphia, is one of the country's leading bakers of snack cakes, pies, cookies and donuts. The company has manufacturing facilities in Philadelphia and Oxford, Pa. The company offers more than 100 products under the Tastykake brand name.

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