Flowers Foods: Completes All Cash Merger With Tasty Baking

Thomasville / Philadelphia. (ff / tb) Flowers Foods Inc. and Tasty Baking Company announced the completion of Flowers´ all cash merger with Tasty Baking Company for a total purchase price of approximately 175 million USD, including the pay-off of Tasty´s indebtedness and transaction expenses.

With the completion of the merger, Tasty Baking´s common stock ceased trading on Nasdaq Global Market at the close of market on May 24, 2011 and is no longer listed on the NasdaqGM. Tasty is now a wholly owned subsidiary of Flowers and is part of Flowers´ direct-store-delivery segment.

Flowers completed the transaction through a short-form merger following Flowers´ tender offer through its wholly owned subsidiary, Compass Merger Sub Inc., for all of the outstanding shares of common stock of Tasty for 4,00 USD per share in cash, without interest and less any applicable withholding tax. Each share of common stock of Tasty not accepted for payment in the tender offer has been converted into the right to receive 4,00 USD per share in cash, without interest and less any applicable withholding taxes, which is the same price that was paid in the tender offer.

Tasty Baking reported 2010 net sales of 170 million USD. The merger of Flowers Foods with Tasty creates a larger business with a complementary portfolio of high-quality bakery products and deepens Flowers´ penetration of the estimated four billion Dollar U.S. snack cake category.

«The Tasty merger is consistent with our growth strategy and we look forward to the opportunities ahead», said George E. Deese, chairman of the board and CEO of Flowers Foods. «We extend a warm welcome to Tasty´s team members and independent sales distributors. Working together, we can bring the Tastykake brand to consumers in the South and Southwest and introduce our Nature´s Own soft variety breads through Tasty´s distribution area in the heart of the Northeast Corridor. With the addition of Tasty´s distribution network, Flowers now has access to 61 percent of the U.S. population through direct-store-delivery.

«We recognize that consumers hold Tastykake in very high regard when it comes to product quality and freshness», Deese said. «Tastykakes will continue to be made by team members at the Navy Yard (Philadelphia) and Oxford (PA) bakeries, using the same recipes and local ingredients that have created such strong consumer loyalty for the Tastykake brand».

Charlie Pizzi, who served as Tasty´s president and CEO, said, «The merger with Flowers creates opportunities for Tasty employees, customers, suppliers, independent sales distributors, and other constituents. Flowers brings financial strengths to ensure that Tastykake will remain an iconic brand of fresh and delicious snack cakes, which Philadelphians are proud to claim as their own. Flowers is well respected in the baking industry and we look forward to assisting with a smooth integration of the two companies».

With the merger completed, Flowers and Tasty will work together to achieve a successful integration and to realize the benefits of the transaction. Flowers has experience integrating mergers and acquisitions, having completed more than 100 transactions since listing publicly in 1968.

bakenet:eu