TreeHouse Foods Completes Purchase of E.D. Smith Income Fund's Operating Entities

On October 16, 2007, TreeHouse Foods Inc. (“TreeHouse”) announced they had completed the purchase of all of the securities of E.D. Smith Income Fund's (“E.D. Smith”) operating entities. The value of the transaction is approximately $217 million, plus the assumption of existing debt.

TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservices channels. TreeHouse is dedicated to being a leader in supplying high quality products and services to the private label and food service industries.

E.D. Smith is a leading manufacturer of a diverse portfolio of high quality branded and private label food products, which are distributed to the Canadian and US food retail and foodservices markets.

Cassels Brock & Blackwell LLP acted for E.D. Smith with a team led by Maxwell Gotlieb and including Jeffrey Roy (securities), France Tenaille, Susan Marsh and Jennifer Reed (business law), Jim Parks (tax), Bruce McNeely (financing), Chris Hersh (competition law), Catherine Dennis (intellectual property), John O'Reilly (labour and employment) and Tom Kapsales (leasing).

TreeHouse was represented internally by SVP, General Counsel & CAO Thomas E. O'Neill. Winston & Strawn LLP acted as US counsel to TreeHouse with a team that included Bruce Toth, Brian Schafer, Eric Jacobson, Erin Glezen Stone and Ed Berk (corporate), Andrew Wang and Stacey Austin (employee benefits), Kevin Cloutier and Amanda Wiley (labour and employment relations), Roger Lucas (tax), Ankur Gupta and Barak Berman (real estate), Eleni Kouimelis, Sarah Anne Jehl and Averil Edwards (environmental) and Sanjana Chopra (intellectual property). Stikeman Elliott LLP acted as Canadian counsel to TreeHouse with a team that included Marc Barbeau, J. Anthony Penhale, Michel Gélinas, Claire Zikovsky, Christopher Dye, Marie-Pier Trudeau, Stéphanie Claivaz-Loranger and Maxime Charbonneau (corporate), Luc Bernier and Marc-André Bélanger (tax), Stephen W. Hamilton (competition), Michel Legendre (pension), Lorna Cuthbert and Stephanie Weschler (employment), Marco P. Rodrigues (banking), Larry Cobb (environment), Mario Paura and Melissa Schyven (real estate), and Justine Whitehead and Ryan Sheahan (intellectual property)