Flowers Foods and Tasty Baking Company Announce All Cash Merger Agreement, $4.00 Per Share, (FLO, TSTY)

Flowers Foods

and Tasty Baking Company

today announced a definitive merger agreement whereby Flowers will acquire all of the outstanding shares of Tasty common stock for $4.00 per share in cash for a total purchase price of approximately $165 million, including Tasty's existing indebtedness. The transaction is expected to: * Strengthen Flowers' snack cake business through the addition of the iconic Tastykake snack cake brand; * Expand Flowers' geographic reach, immediately adding more than 24 million consumers who are contiguous with Flowers' current footprint; * Add two highly efficient bakeries with additional capacity to support growth; * Generate significant operating synergies through additional revenue and cost-saving opportunities; * Add approximately $115 million to $125 million to Flowers' 2011 sales, contribute approximately $10 million to $12 million to Flowers' 2011 EBITDA, and be neutral to slightly accretive to 2011 earnings per share, excluding one-time costs of the transaction; and * Contribute approximately $210 million to $225 million to Flowers' 2012 sales, contribute approximately $25 million to $30 million to 2012 EBITDA, and contribute approximately $.06 to $.09 per diluted share.