Land O'Lakes, Alpine Lace Announce Agreement To Merge

Business Wire, Oct 1, 1997

ARDEN HILLS, Minn.--(BUSINESS WIRE)--Oct. 1, 1997--Land O'Lakes, Inc., an Arden Hills, Minn. food and agricultural cooperative, announced that Alpine Lace Brands, Inc. (NASDAQ: LACE), a Maplewood, N.J. marketer of nutritional cheeses and meats has agreed to an $9.125 per common share cash merger by which it would become a wholly owned subsidiary of Land O'Lakes. Preferred stock in Alpine Lace would receive a cash merger payment as if it were converted to common stock.

Land O'Lakes said the merger has been approved by the two company's respective boards of directors and by a special committee of Alpine Lace's outside directors. Alpine Lace shareholders will vote on the agreement at a special shareholders' meeting. Consummation of the merger is subject to certain terms and agreements and to regulatory review. Land O'Lakes was assisted in the acquisition by Janney Montgomery Scott, Inc. and Alpine Lace was represented by Merrill Lynch & Co., Inc. Completion is anticipated in late 1997 or early 1998.

Carl T. Wolf, Chairman, President and Chief Executive Officer of Alpine Lace said, "We are excited and optimistic about this opportunity to expand the brand through the added organizational and capital strength of Land O'Lakes." Land O'Lakes President and Chief Executive Officer, John E. Gherty said, "This merger is an important enhancement to our deli cheese business and reflects our continuing commitment to growth and to marketing quality products."

Alpine Lace is a national marketer of nutritional cheeses -- particularly reduced fat Swiss cheese -- and meats to supermarket delicatessens. Its products are sold under the Alpine Lace brand name.

Land O'Lakes is a national food and agricultural company. It is a processor and marketer of dairy products -- particularly cheese and butter -- throughout the U.S. and serves international customers with a variety of food and animal feed ingredients. It is a cooperative owned by, and provides agricultural supplies to, family farmers and community cooperatives.

CONTACT: Alpine Lace, Maplewood

Arthur Karmel, 201/378-8600, ext 145

or

Land O'Lakes, Arden Hills

Terry Nagle, 612/481-2271

or

KCSA

Joseph A. Mansi/Sarah Shepard, 212/682-6300, ext.205/236