CoolBrands Agrees to Purchase Ice Cream and Distribution Assets from Dreyers and Nestle.Business Editors MARKHAM, Ontario--(BUSINESS WIRE)--March 4, 2003 CoolBrands International Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :COB.A) (CoolBrands) announced today that Integrated Brands, Inc., its wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , has entered into an agreement with Dreyer's Grand Ice Cream, Inc. (NNM NNM Network Node Manager NNM NASDAQ National Market (financial) NNM National Nutrition Month (March; American Dietetic Association) NNM Naryan-Mar (Russia) NNM Net New Money : DRYR) (Dreyer's) and Nestle Ice Cream Company, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control (NICC See NIC. ), a subsidiary of Nestle Holdings, Inc. (Nestle), for the sale and purchase of certain ice cream and distribution assets, contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent the completion of the proposed transactions among Dreyer's, NICC and Nestle. Under the asset purchase agreement signed today, Dreyer's has agreed to sell to CoolBrands the Dreamery(R) and Whole Fruit(TM) Sorbet brands and, subject to the receipt of required third-party consents, the Godiva(R) ice cream brand. NICC has agreed to sell its frozen dessert distribution assets in certain metropolitan areas in the States of Washington, Oregon, Florida, California, Pennsylvania California is a borough in Washington County, Pennsylvania, along the Monongahela River. The population was 5,274 at the 2000 census. It includes the campus of California University of Pennsylvania. , New Jersey and Maryland and the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). . In addition, the parties have agreed to enter into a number of ancillary agreements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc such assets. Dreyer's and Nestle have entered into the transaction with CoolBrands to address concerns of the Federal Trade Commission (FTC FTC See Federal Trade Commission (FTC). ) arising out of the transaction between Dreyer's and Nestle. The parties have commenced discussions with the FTC regarding the terms of the proposed sale to CoolBrands and will continue to work with the FTC to reach a mutually acceptable resolution in the event that the FTC has any continuing concerns, which the proposed transaction does not address. About Dreyer's Dreyer's manufactures and distributes ice cream and other frozen dessert products. The company's products are marketed under the Dreyer's brand name throughout the western states and Texas, and under the Edy's(R) name throughout the remainder of the United States. Dreyer's (together with Edy's) is the best selling brand of packaged ice cream in the country. Internationally, the Dreyer's brand extends to select markets in the Far East and the Edy's brand to the Caribbean and South America. Brands currently manufactured and distributed by Dreyer's include Grand, Grand Light(R), Homemade, Dreamery(R), Whole Fruit(TM) Sorbet, M&M/Mars, Starbucks(R), Godiva(R) and Healthy Choice(R). For more information on the company, please visit www.dreyersinc.com. Edy's, the Dreyer's and Edy's logo design, Dreamery, Grand Light, Homemade, Whole Fruit, are all trademarks or tradenames of Dreyer's Grand Ice Cream, Inc. All other trademarks and tradenames are owned by their respective companies. (C) 2002 by Dreyer's Grand Ice Cream, Inc. All rights reserved. Investors and security holders are urged to read the Registration Statement filed by New December, Inc. in connection with the Nestle transaction referenced above. Investors and security holders may obtain a free copy of the Registration Statement and documents filed by Dreyer's with the SEC at the SEC's web site at www.sec.gov. These documents may also be obtained free of charge from Dreyer's by directing a request to: Dreyer's Grand Ice Cream, Inc. Attn: Investor Relations Investor relations The process by which the corporation communicates with its investors. 5929 College Avenue Oakland, California 94618-1391 About CoolBrands CoolBrands markets Eskimo Pie(R), Chipwich(R) and Fruit-A-Freeze(R) branded frozen novelties and frozen dessert products. Eskimo Pie(R) created the frozen novelty industry in 1921 when its founder, Christian K. Nelson, invented the chocolate-coated ice cream bar An ice cream bar is a frozen dessert on a stick or a candy bar that has ice cream in it. The coating is usually a thin layer of chocolate. Sometimes there is some crunchy goodness on the outside too. . Today, more than 80 years later, Eskimo Pie(R) remains one of the best-known and most widely distributed of all frozen novelty brands. The Company also markets a broad range of frozen novelties and frozen dessert products under the Tropicana(R), Welch's(R), Weight Watchers(R) Smart Ones(R), Betty Crocker(R), Trix(R), Yoplait(R), Colombo(R) and Yoo Hoo(R) brand names pursuant to long-term licensing agreements. In addition, CoolBrands franchises and licenses frozen dessert outlets operated under a Family of Brands including Yogen Fruz(R), I Can't Believe It's Yogurt(R), Bresler's(R), Swensen's(R), Golden Swirl(R), Ice Cream Churn(R), and Java Coast(R) Fine Coffees, with company-owned, franchised and non-traditional partnership locations in approximately 80 countries around the world. CoolBrands' Foodservice Division is a leading manufacturer and supplier of premium soft serve ice cream, frozen yogurt, custard and smoothies to the foodservice industry. The Company also manufactures and sells a full line of quality flavors, chocolate coatings, fudge sauces, powders for chocolate milk, egg nog bases and other ingredients and flexible packaging products for use in private label dairy products in addition to the Company's brands. "Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: Information in this release relating to the Company's future plans and performance are "forward looking statements" and, as such, involve certain risks and uncertainties that could cause actual results to vary materially. Potential risks and uncertainties include, but are not limited to: (1) the highly competitive nature of the frozen dessert market and the level of consumer interest in the Company's products, (2) product costing, (3) the weather, (4) the performance of management, including management's ability to implement its plans as contemplated, (5) the Company's relationships with its customers, franchisees, licensees and licensors, and (6) government regulation. |
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