Doane Pet Care Announces Cash Tender Offers and Consent Solicitations for Doane's Outstanding 10 3/4% Senior Notes Due 2010 and 10 5/8 Senior Subordinated Notes Due 2015

Business Wire, May 12, 2006

NASHVILLE, Tenn. -- Doane Pet Care Company ("Doane") today commenced cash tender offers for its $213.0 million aggregate principal amount of 10 3/4% Senior Notes due 2010 (the "2010 Notes") and $152.0 million aggregate principal amount of 10 5/8% Senior Subordinated Notes due 2015 (the "2015 Notes" and, together with the 2010 Notes, the "Notes"). In connection with the tender offers, Doane is soliciting consents to proposed amendments that would, among other things, eliminate most of the restrictive covenants contained in the indentures governing the Notes. The tender offers will expire at 5:00 p.m., prevailing eastern time, on June 12, 2006, unless either or both tender offers are earlier terminated or extended (such date and time, as the same may be extended, the "Expiration Date"). The solicitations of consents will expire at 5:00 p.m., prevailing eastern time, on May 25, 2006, unless either or both solicitations are earlier terminated or extended (such date and time, as the same may be extended, the "Consent Date").

Both tender offers and consent solicitations are being made pursuant to the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement, dated May 12, 2006, which statement contains a description of the specific terms and conditions of the tender offers and consent solicitations.

Doane is commencing the tender offers and consent solicitations in connection with and subject to the consummation of the previously announced acquisition by Mars, Incorporated of Doane's parent corporation, Doane Pet Care Enterprises, Inc. Each tender offer is conditioned upon, among other things, the closing of the acquisition as well as receipt of the tender and consent of at least a majority in aggregate principal amount of the 2010 Notes and 2015 Notes outstanding.

Subject to certain exceptions set forth in the Offer to Purchase and Consent Solicitation Statement, tenders of Notes may be withdrawn and consents may be revoked at any time until the earlier of 5:00 p.m., prevailing eastern time, on the applicable Consent Date and the time and date upon which Doane gives notice to the trustee and announces in a press release that it has received the requisite consents. Notes tendered and consents delivered after such time may not be withdrawn or revoked, respectively.

In accordance with the Offer to Purchase and Consent Solicitation Statement, Doane is offering to purchase the Notes using fixed-spread pricing in accordance with the following securities table:

Outstanding
                                               Principal   First Call
 Security Description     First Call Date        Amount       Price
----------------------- -------------------- ------------- ----------
   10 3/4% Senior          March 1, 2007     $213,000,000  $1,053.75
   Notes due 2010

    10 5/8% Senior       November 15, 2010   $152,000,000  $1,053.13
  Subordinated Notes
       due 2015


                                                   Relevant
     Security        Fixed   Consent   Reference   Bloomberg  Cusip
    Description      Spread  Payment   Security      Page     Numbers
------------------- -------- ------- ------------- --------- ---------
  10 3/4% Senior     50 bps     $30   3.375% U.S.     PX3    256006AD9
   Notes due 2010                      Treasury
                                       Notes due
                                     February 28,
                                         2007

  10 5/8% Senior     50 bps     $30   4.50% U.S.      PX6    256006AF4
 Subordinated Notes                    Treasury
     due 2015                          Notes due
                                     November 15,
                                         2010

Subject to the terms and conditions of the tender offers and consent solicitations, the total consideration to be paid for each validly tendered (and not validly withdrawn) 2010 Note and 2015 Note will be paid in cash and calculated based on the present value as determined at 2:00 p.m. on the business day following the Consent Date of the required payments to, and the redemption premium as of March 1, 2007 (in the case of the 2010 Notes) and November 15, 2010 (in the case of the 2015 Notes), a discount rate equal to the bid-side yield of the 3.375% U.S. Treasury Note due February 28, 2007 (in the case of the 2010 Notes) and the bid-side yield of the 4.50% U.S. Treasury Note due November 15, 2010 (in the case of the 2015 Notes), plus in each case 50 basis points. Holders who tender their Notes at or prior to 5:00 p.m., prevailing eastern time, on the applicable Consent Date will be eligible to receive the total consideration, which includes a consent payment equal to $30 per $1,000 principal amount of Notes. Holders of the Notes who tender their Notes after 5:00 p.m., prevailing eastern time, on the Consent Date but at or prior to 5:00 p.m., prevailing eastern time, on the applicable Expiration Date will not be eligible to receive the $30 consent payment.