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Published March 10, 2010, 12:51 PM

Dakota Growers Pasta Co. to be acquired by Viterra

CARRINGTON, N.D. - Dakota Growers Pasta Company Inc. announced Wednesday that it has signed a definitive merger agreement in which a subsidiary of Viterra Inc., a grain handling and food processing company with global operations, will acquire all of the outstanding shares of Dakota Growers, a leading producer of dry pasta products in North America.

CARRINGTON, N.D. - Dakota Growers Pasta Company, Inc. announced today that they have signed a definitive merger agreement in which a subsidiary of Viterra Inc., a grain handling and food processing company with global operations, will acquire all of the outstanding shares of Dakota Growers, a leading producer of dry pasta products in North America.

The all-cash transaction, structured as a tender offer followed by a merger, represents a total enterprise value of $240 million, and has been approved by the Boards of Directors of both companies.

Under the terms of the agreement, a subsidiary of Viterra will commence a tender offer to purchase all outstanding shares of common stock of Dakota Growers at a price of $18.28 per share and all outstanding shares of Series D preferred stock of Dakota Growers at a price of $.10 per share. The offer is conditioned on, among other things, the tender of a simple majority of the outstanding shares of Dakota Growers’ common stock, calculated on a fully diluted basis. The tender offer will commence and information will be provided to Dakota Growers’ shareholders within approximately ten business days. Dakota Growers and Viterra intend to conduct shareholder information meetings after the offering materials have been distributed.

The Board of Directors of Dakota Growers has unanimously approved the merger agreement and is recommending that shareholders tender their shares of common stock and Series D preferred stock pursuant to the offer.

Based in Carrington, N.D., Dakota Growers is the third largest producer and marketer of dry pasta products in North America, primarily supplying the ingredient, food service and private label retail markets. The company owns an integrated durum mill and pasta production plant in Carrington, North Dakota and a pasta production plant in New Hope, Minnesota.

Viterra, headquartered in Canada, is a leading North American agribusiness with extensive operations across Western Canada, the United States, Australia, and New Zealand. It has been a part of the agricultural landscape for nearly 100 years. It has operations in Ray and Northgate, North Dakota, Minneapolis, Minnesota, and operates six feed mills in New Mexico, Texas and Oklahoma. Viterra has diverse operations including agri-products retailing, research and development, grain handling and marketing, and processing, which includes oats, malt and canola processing.

The two companies see each other as excellent strategic partners, with similar histories. Both companies were created by grain growers as farmer cooperatives and have followed similar paths to become corporations.

“This transaction is going to allow our shareholders to realize the value of their investment in this company,” said Tim Dodd, CEO of Dakota Growers. “To date there have been limited opportunities to capture the value of that investment, and this transaction will provide the liquidity that we have long sought for our shareholders.”

The financial strength of the combined companies is positive for the long-term viability of the durum milling and pasta manufacturing industries in this State. The mill will continue to source durum from farmers in the region and will continue to meet its milling requirements by accessing grains in close proximity to the Carrington mill.

The combined company will also result in a stronger, more globally competitive organization, presenting opportunities for employees, customers and their communities. It will have a strong combined management team, high quality assets and a tremendous reputation in the marketplace.

Shareholders will receive tender documents within approximately two weeks. These documents will contain all of the necessary information needed to make an informed decision. Shareholders will have about 30 business days to respond. A toll free number will be set up for any inquiries.

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