Apollo Management, L.P., Signs Definitive Agreement to Purchase United Agri Products North America from ConAgra Foods in Management Buyout for $600 Million.

Business Editors

NEW YORK--(BUSINESS WIRE)--Oct. 30, 2003

Company is the Largest Private Distributor of Crop Inputs in North

America

Apollo Management, L.P., announced today it has signed a definitive agreement to purchase United Agri Products North America ("UAP" or the "Company"), a wholly owned subsidiary of ConAgra Foods, Inc., in a management led buyout. The purchase price will approximate $600 million, subject to adjustments for the final closing balance sheet.

UAP, headquartered in Greeley, Colorado, had annual sales of approximately $2.5 billion in its fiscal year ended February 28th, 2003, primarily from the distribution of crop protection chemicals, fertilizer, seed and other non-crop products throughout the North American agricultural market, and is a leader across the spectrum of its product offering.

The purchase price will be financed with an asset based credit facility and the issuance of notes. In addition, the transaction will include approximately $180 million of equity, consisting of approximately $120 million from Apollo and the management group and approximately $60 million of seller preferred stock held by ConAgra. The transaction is subject to customary regulatory and other approvals and is expected to close before the end of the year.

"We are very excited to be purchasing UAP, the premier company in its industry," said Joshua Harris, a founding partner at Apollo Management. "We view this as an excellent opportunity to invest alongside a proven management team and we look forward to working in partnership with the Company and its employees to assist in realizing the full potential of UAP as a standalone entity."

"Speaking for the management of UAP, we are excited to have formed this strategic partnership with Apollo, which we believe will enable the continued success of UAP," said Kenny Cordell, who will serve as chief executive at the Company. "United Agri Products is strongly positioned to continue its record of growth, increasing profitability and world class service to its customers. We, as a team, along with our dedicated employees, have accomplished a great deal in recent years, and believe that with the expertise provided by Apollo we can realize this Company's full potential."

Apollo Management, L.P., founded in 1990, is among the most active and successful private investment firms in the U.S. in terms of both number of investment transactions completed and aggregate dollars invested. Since its inception, Apollo has managed the investment of an aggregate of approximately $17 billion in equity capital, including $13 billion invested in corporate transactions, in a wide variety of industries, both domestically and internationally.