Doane Pet Care Announces Price Determination for Tender Offers and Consent Solicitations

Business Wire, May 26, 2006

NASHVILLE, Tenn. -- Doane Pet Care Company ("Doane") announced today that, as of 2:00 p.m., prevailing eastern time, on May 26, 2006, in connection with its previously announced tender offers and consent solicitations for any and all of 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due 2015 (the "2015 Notes" and, together with the 2010 Notes, the "Notes"), holders who have validly tendered and not withdrawn their Notes at or prior to 5:00 p.m., prevailing eastern time, on May 25, 2006 (the "Consent Date") are eligible to receive $1,087.80 for each $1,000 principal amount of the 2010 Notes and $1,243.33 for each $1,000 principal amount of the 2015 Notes (in each case, the "Total Consideration"). The Total Consideration includes a consent payment equal to $30 per $1,000 principal amount of Notes (the "Consent Payment"). Holders who tender their Notes after 5:00 p.m., prevailing eastern time, on the Consent Date will not be eligible to receive the Consent Payment. Holders who have validly tendered 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 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")) are eligible to receive $1,057.80 for each $1,000 principal amount of the 2010 Notes and $1,213.33 for each $1,000 principal amount of the 2015 Notes.

The foregoing prices are based on Reference Yields (as described in the Offer to Purchase and Consent Solicitation Statement dated May 12, 2006, the "Offer to Purchase") of 5.017% and 4.937% for the 2010 Notes and 2015 Notes, respectively, and Fixed Spreads (as described in the Offer to Purchase) of 50 basis points for both the 2010 Notes and 2015 Notes.

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.

Doane has retained Lehman Brothers Inc. to serve as the Lead Dealer Manager for the tender offers and the Lead Solicitation Agent for the consent solicitations. CIBC World Markets Corp. and Harris Nesbitt Corp. have been retained to serve as Co-Dealer Managers and Co-Solicitation Agents, and D. F. King & Co., Inc. has been retained to serve as the Tender Agent and Information Agent for the tender offers and consent solicitations. Requests for documents may be directed to D. F. King & Co., Inc. by telephone at (800) 487-4870 or (212) 269-5550 or in writing at 48 Wall Street, 22nd Floor, New York, NY 10005. Questions regarding the tender offers may be directed to Lehman Brothers Inc. by telephone at (800) 438-3242 or (212) 528-7581.

This press release does not constitute an offer to purchase or a solicitation or acceptance of consents, which may be made only pursuant to the terms of the Offer to Purchase. In any jurisdiction where the laws require the tender offers or consent solicitations to be made by a licensed broker or dealer, the tender offers or consent solicitations shall be deemed made on behalf of Doane by Lehman Brothers Inc. or one or more registered brokers or dealers under the laws of such jurisdiction.

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.