U.S.A. Floral Products, Inc. Enters Into Agreement for Sale of International Division; Sale Subject to Bankruptcy Court Approval.

Business Editors

MIAMI--(BUSINESS WIRE)--July 24, 2001

U.S.A. Floral Products, Inc. announced today that it has entered into an agreement for the sale of its International Division (Florimex) with Deutsche Beteiligungs AG (DBAG), a European private equity firm, and certain DBAG affiliates. The agreement covers all of the Company's operations in Europe, Africa, Asia and Latin America. The Company and DBAG entered into a memorandum of understanding with respect to the sale on April 2, 2001.

Also on April 2, 2001, U.S.A. Floral Products, Inc. and 16 of its U.S. subsidiaries voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. These filings did not affect the International Division (Florimex).

The proposed sale of the International Division (Florimex) is subject to higher and better offers and to Bankruptcy Court approval. According to Dwight Ferguson, President of the International Division (Florimex), U.S.A. Floral anticipates that it will make filings with the Bankruptcy Court addressing bid procedures and related matters later this week. Following Bankruptcy Court approval of the procedures, the Company intends to conduct an auction sale of the International Division. The sale of the International Division (Florimex) to DBAG or to another bidder is expected to close in September.

According to Mr. Ferguson, "the operations of the International Division continue to be self-sustaining and our lenders have been both helpful and supportive throughout the period of negotiations with DBAG. We now have in hand a signed sales agreement and, subject to the outcome of the auction process to be approved by the Bankruptcy Court, we should be able to complete a sale of the Division by the end of the quarter. Once that is accomplished, the International Division should be positioned to move forward, toward its full potential."

Due diligence with respect to the sale of the International Division (Florimex) is being coordinated by Freyberg Close Brothers GmbH and Legg Mason Wood Walker, Inc. Interested parties should contact Jeffery Perkins, Freyberg Close Brothers GmbH, Ulmenstr. 37, 18th Floor, 60325 Frankfurt/Main Germany; telephone [phone]; facsimile 49-69-972004-15; e-mail to [e-mail]. or Jeffrey Manning, Legg Mason Wood Walker, Inc., 100 Light Street, 34th Floor, Baltimore, Maryland 21202; telephone [phone]; facsimile [phone]; e-mail to [e-mail].

As previously announced, as of May 7, 2001, U.S.A. Floral Products had completed the sale of its North American operations, including the assets of its Miami and West Coast Bouquet operations and of its Import operations, and the stock of its Canadian subsidiary. These sales were conducted under the supervision of the Bankruptcy Court.

The Company continues to anticipate that all proceeds from the sale of its assets, including those generated from the sale of the International Division (Florimex), will be distributed to creditors and that no proceeds will be available for distribution to its shareholders.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements that involve certain risks and uncertainties. Certain factors may cause actual results to differ materially from those contained in such forward looking statements, including those risks detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 relating to, among other things: the concentration of flower sales in traditional holiday periods; seasonality, cyclicality, fluctuations in quarterly operating results, and weather; competition; the amortization of intangible assets; dependence upon key personnel; imported products matters; and risks inherent in the Company's international operations. In addition, the risks and uncertainties facing the Company also include the risks and uncertainties resulting from the Company's Chapter 11 filings and the Company's strategy while subject to Chapter 11; cash flow and liquidity issues; liquidation valuations; cash availability and collections; issues concerning the supply of product; inability to satisfy conditions to the continued use of cash collateral; failure to obtain an extension of the use of cash collateral; inability to meet the closing conditions relating to the sale of any of those operating units that the Company presently anticipates will be sold; failure to obtain necessary regulatory approvals in connection with the sale of any such operating units; failure to sell, either at all or on the terms contemplated, any of those operating units; delays in obtaining or failure to obtain requisite bankruptcy court approvals; market factors; actions of creditors, competitors and others; unforeseen costs and expenses and other risks and uncertainties, many of which are beyond the Company's control. In addition, results may vary as a result of factors set forth from time to time in the Company's reports on file at the Securities and Exchange Commission.