Del Monte Foods to Acquire S&W Branded Food Business; Strong Brand Complements Existing Product Lines.

Business Editors

SAN FRANCISCO--(BUSINESS WIRE)--Jan. 18, 2001

Del Monte Foods Company (NYSE:DLM) today announced that it has received court approval to acquire the S&W branded food business, as well as related brands and existing inventory, from Tri Valley Growers for approximately $41 million in cash. S&W branded products include canned fruits, tomatoes, dry bean items, specialty sauces and vegetables. Del Monte expects the acquisition to add approximately $100 million in sales and to be accretive to earnings in the first full fiscal year.

The S&W business became available through the Chapter 11 reorganization initiated by Tri Valley Growers in July 2000. No other Tri Valley assets are involved in this transaction, and Del Monte is not assuming any of Tri Valley's liabilities.

"This acquisition is consistent with our strategy to seek premium branded businesses that leverage our selling and operating infrastructure", said Richard G. Wolford, Chairman and Chief Executive Officer of Del Monte. "We believe S&W will result in significant cost synergies and will present top line growth opportunities. We will leverage the S&W brand and its nutritious, high quality, easy to prepare products with the same meal usage marketing strategy that has successfully grown our share and volume for our Del Monte and Contadina lines. Further, this acquisition strengthens our center store presence and better enables us to help our retail partners to build growth in this segment of the store."

The acquisition of S&W builds on Del Monte Foods' strategy of adding premium brands and product lines to further leverage its existing businesses. Last September, the Company acquired the worldwide rights to the Sunfresh branded line of tropical and citrus fruits, which are sold in the produce section. The Sunfresh line added additional scale and retailer partnership opportunities to the Company's existing Orchard Select line of deciduous fruit in glass products already sold in produce. The Contadina line of tomato products was Del Monte's first branded acquisition in 1997. In 1998 the Company acquired rights to the Del Monte brand for processed products in South America. Del Monte has successfully integrated all these businesses with minimal organizational impact.

The Company will absorb S&W's businesses, including almost all production, into its existing operations. Sales and administration functions, including S&W's international distribution, also will be folded into Del Monte's existing organizational structure. The Company believes this can be accomplished with minimal capital investment, yielding significant operational and administrative cost savings.

"This acquisition highlights our commitment to expanding our lines of premium quality, nutritious and healthy foods," Wolford continued. "We're excited at this opportunity to increase our offerings of wholesome lines of healthy and easy-to-use foods that fit with today's busy lifestyles."

The transaction, which is contingent upon the signing of a definitive acquisition agreement and regulatory approvals, is expected to close in the current fiscal quarter.

Del Monte and S&W share similar origins and venerable brand heritages. Both companies originated in San Francisco, with the Del Monte brand first used in 1892, and S&W in 1896. Tri Valley Growers acquired S&W Fine Foods in 1978. While some S&W brand products are distributed nationally, most of the S&W brand business is concentrated in the western U.S.

Del Monte Foods Company, with net sales of approximately $1.5 billion in fiscal 2000, is the largest producer and distributor of premium quality, branded processed fruit, vegetable and tomato products in the United States. The Del Monte brand was introduced in 1892 and is one of the best known brands in the United States. Del Monte products are sold through national grocery chains, independent grocery stores, warehouse club stores, mass merchandisers, drug stores and convenience stores. The Company also sells its products to the U.S. military, certain export markets, the foodservice industry and food processors. The Company operates fourteen production facilities and seven distribution centers in the U.S., has operations in Venezuela and owns Del Monte brand marketing rights in South America.

This press release contains forward-looking statements conveying management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in such statements. These factors include, among others: general economic and business conditions; competition; weather conditions; crop yields; raw material costs and availability; the loss of significant customers; changes in business strategy or development plans; changes in promotional activities by the Company or its competitors; availability, terms and deployment of capital; availability of qualified personnel; changes in, or failure or inability to comply with, governmental regulations, including, without limitation, environmental regulations; industry trends; production capacity constraints and other factors. These factors are described in more detail in the Company's filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended June 30, 2000. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.