Bakers Journal

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Flowers Foods acquires Lepage Bakeries


June 4, 2012
By Bakers Journal

June 4, 2012, Thomasville, Ga. – Flowers Foods has entered into a definitive agreement to acquire
Lepage Bakeries, Inc., of Auburn, Maine, for $370 million in cash and
stock. Flowers expects to complete the transaction in its fiscal second
quarter, pending necessary regulatory approvals.

Lepage Bakeries will operate under its current name as a part of Flowers
Foods' DSD segment and current Lepage leaders Andrew Barowsky and Albert Lepage will serve as co-chairmen of
the board of Lepage Bakeries. In addition, Barowsky will serve as vice-chairman of innovation for Flowers Foods.

The
transaction will be accomplished through the purchase by a wholly-owned subsidiary of Flowers of all the issued
and outstanding shares of Lepage Bakeries, Inc. and certain of its
affiliates in exchange for $300 million in cash at closing and $20
million in total deferred cash payments beginning on the fourth
anniversary of the closing date, and the merger of certain other affiliates of Lepage with and into a second
wholly-owned subsidiary of Flowers in exchange for a number of shares of
Flowers' common stock, par value $.01 per share, valued at $50 million.

The cash component of the transaction will be funded with a combination
of cash on hand and existing credit facilities. The transaction is
subject to customary conditions, including receipt of required
regulatory approvals.

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