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TreeHouse Foods to Acquire Operating Business of E.D. Smith Income Fund

WESTCHESTER, Ill., June 25 /PRNewswire-FirstCall/ -- TreeHouse Foods, Inc. (NYSE: THS) ("TreeHouse") today announced that they have entered into a definitive agreement with E.D. Smith Income Fund (JAM-UN.TO) (the "Fund") to acquire substantially all of the assets of the Fund, consisting of all of the outstanding shares of E.D. Smith & Sons, Limited, all of the outstanding shares of E.D. Smith & Sons GP Ltd., certain indebtedness of E.D. Smith & Sons Limited and all of the LP units of E.D. Smith & Sons LP. Under the agreement, TreeHouse will acquire the assets of the Fund for approximately $203 million, plus the assumption of existing debt and transaction costs. It is anticipated that the cash purchase price will allow cash to be received by unitholders of E.D. Smith Income Fund of up to CDN$9.15 per unit subject to a holdback of CDN$0.60 per unit to cover certain contingencies associated with a potential tax liability and wind up costs.

The transaction, which is subject to approval by the Fund's unitholders by two-thirds of the votes cast at a special meeting, regulatory approval and other customary closing conditions, is expected to close near the end of the third quarter of 2007. The Fund will set a record date for a special meeting of unitholders to approve the terms of the transaction and the wind up of the Fund which is expected to be held by the end of August, 2007.

The all cash transaction will be financed through borrowings under the TreeHouse's existing $500 million credit facility. "E.D. Smith is a great company and we are excited about the category and geographic opportunities it brings to TreeHouse", said Sam K. Reed, Chairman and CEO of TreeHouse Foods, Inc. "In Canada, it is the leading private label manufacturer in nine key dry grocery categories with outstanding relationships with key retailers that will open up opportunities for our U.S. based business. In the U.S., it is the leading producer of private label salad dressings which will be a great compliment to our portfolio and is in a growth category aligned with healthy eating. Further, our U.S. food service business will open up an exciting new distribution channel for E.D. Smith's product portfolio."

"We have conducted an extensive review of the strategic alternatives available to the E.D. Smith Income Fund and believe this deal provides our unitholders with a fair price for the business and a material premium to the recent trading levels of the units", said Jack Scott, Chairman of the E.D. Smith Income Fund. "We are excited about partnering with TreeHouse to execute our strategic plan and grow the E.D. Smith business", commented Martin Thrasher, Interim President and Chief Executive Officer of E.D. Smith.

For the 12 months ending March 31, 2007, E.D. Smith had revenues of approximately $245 million. E.D. Smith operates production facilities in Winona, Ontario, Seaforth, Ontario, Cambridge, Ontario and North East, Pennsylvania, and employs approximately 800 people. The E.D. Smith headquarters will remain in Winona, Ontario.

JP Morgan and TD Securities are acting as financial advisors to TreeHouse in connection with the transaction. Genuity Capital Markets is advising E.D. Smith Income Fund on the transaction.

About TreeHouse Foods

TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice channels. Its products include pickles and related products; non-dairy powdered coffee creamer; private label soup and infant feeding products, salsa, Mexican sauces and other food products including aseptic sauces, refrigerated salad dressings, and liquid non-dairy creamer. TreeHouse believes it is the largest manufacturer of pickles and non-dairy powdered creamer in the United States based on sales volume.

ABOUT E.D. Smith Income Fund

E.D. Smith Income Fund is an unincorporated, open-ended trust that owns E.D. Smith & Sons, Limited and its subsidiaries. Founded in 1882 and headquartered in Winona, Ontario, E.D. Smith is a leading manufacturer of a diverse portfolio of high quality branded and private label food products. The Company markets and distributes its products to the food retail and foodservice markets in Canada and the U.S. The Company's products range from fruit-based products, which include jams (including jellies, marmalades and spreads) pie fillings, and ketchup, to sauces, which include pasta sauces, salsa, barbeque sauces specialty sauces and syrups, to oil-based products, which include pourable and spoonable salad dressings and marinades.


This press release contains "forward-looking statements." Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "may," "should," "could," "expect," "seek to," "anticipates," "plans," "believes," "estimates," "intends," "predicts," "projects," "potential" or "continue" or the negative of such terms and other comparable terminology. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause the company or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward-looking statements. TreeHouse's Annual Report on Form 10K for the fiscal year ended December 31, 2006 and subsequent quarterly report discuss some of the factors that could contribute to these differences. You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this presentation. The company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in its expectations with regard thereto, or any other change in events, conditions or circumstances on which any statement is based.

SOURCE  TreeHouse Foods, Inc.
    -0-                             06/25/2007
    /CONTACT:  Investor Relations, TreeHouse Foods, Inc., +1-708-483-1300 Ext.
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    (THS JAM.)

CO:  TreeHouse Foods, Inc.
ST:  Illinois

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