Doane Pet Care Obtains Requisite Consents to Amend the Indentures Governing Its 10 3/4% Senior Notes Due 2010 and Its 10 5/8% Senior Subordinated Notes Due 2015

Business Wire, May 24, 2006

NASHVILLE, Tenn. -- Doane Pet Care Company ("Doane") announced today that as of 5:00 p.m., prevailing eastern time, on May 23, 2006, it had obtained the requisite consents to, among other things, eliminate most of the restrictive covenants contained in the indentures governing 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").

As previously announced, Doane commenced tender offers and consent solicitations on May 12, 2006 for any and all of the outstanding 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.

As of 5:00 p.m., prevailing eastern time, on May 23, 2006, holders of at least a majority of each of the 2010 Notes and 2015 Notes have tendered their Notes. In accordance with the terms of the tender offers, withdrawal rights with respect to each tender offer are terminated immediately, and accordingly, tendering holders may no longer withdraw their Notes. Doane will execute a supplemental indenture to each of the indentures governing the 2010 Notes and the 2015 Notes for the purpose of effecting the proposed amendments. However, the proposed amendments will become operative only upon Doane's acceptance for purchase, of the outstanding Notes of the applicable series tendered pursuant to the applicable tender offer. Doane will accept the tendered Notes for purchase promptly after the Expiration Date, provided that the conditions to the tender offers, including the completion of the previously announced acquisition by Mars, Incorporated of Doane's parent corporation, Doane Pet Care Enterprises, Inc., have been satisfied or waived.

About Doane Pet Care Company

Doane Pet Care Company, based in Nashville, Tennessee, is a leading manufacturer of dry pet food in the United States. Doane is also a leading manufacturer of store brand pet food in Europe. Doane sells to approximately 650 customers around the world and serves many of the top pet food retailers in North America and Europe. Doane offers its customers a full range of pet food products for dogs and cats, including dry, wet, soft-dry, treats and dog biscuits.

Forward-Looking Statements

All statements in this press release, other than statements of historical facts, are "forward-looking statements". Readers should not place undue reliance on any forward-looking statements, which speak only as of the date made. Although Doane believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. It is important to note that actual results could differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially include without limitation: reliance on a few customers for a large portion of Doane's sales and its ability to maintain relationships with these customers; Doane's exposure to, and ability to manage, its market risks relating to commodity, oil and natural gas prices, interest rates and foreign currency exchange rates; changes in demand for Doane's products; future capital expenditures and Doane's ability to finance these capital expenditures; Doane's ability to make required principal and interest payments on its senior credit facility and other indebtedness and to comply with the financial covenants under its debt agreements; Doane's business strategies and other plans and objectives for future operations; general economic and business conditions and changes in market trends; business opportunities that may be presented to and pursued by Doane from time to time; risks related to Doane's international operations; risks related to product liability claims and product recalls; the outcome of any legal proceedings in which Doane or any of its subsidiaries may be a party; the impact of existing and new accounting pronouncements; and other factors. Further information concerning factors that could cause actual results to differ materially from those in the forward-looking statements are contained from time to time in Doane's SEC filings, including without limitation Doane's 2005 Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the first quarter 2006. Doane undertakes no obligation to update or revise the forward-looking statements for any new information, future events or otherwise. All forward-looking statements attributable to Doane are expressly qualified in their entirety by this cautionary statement.