Dreyer's Grand Ice Cream Holdings Inc. and Silhouette Brands Inc. announced that Silhouette Brands and Dreyer's Grand Ice Cream Inc. have entered into an agreement for Dreyer's to acquire Silhouette Brands, whose product line consists of frozen ice cream snack products.

Dreyer's and Silhouette Brands have executed a definitive agreement whereby each share of common stock of Silhouette Brands will be converted into the right to receive approximately $4.76 in cash and each share of preferred stock of Silhouette Brands will be converted into the right to receive approximately $6.56 in cash. Following the closing of the transaction, notification of the transaction and information concerning the price paid for Silhouette Brands' stock and statutory appraisal rights will be sent to all stockholders of Silhouette Brands. The transaction has been approved by the boards of directors of both Silhouette Brands and Dreyer's Holdings and the holders of a majority of the outstanding stock of Silhouette Brands.

Silhouette Brands has been one of the fastest growing frozen snack companies in the United States. Founded in 1994, Silhouette Brands has successfully marketed lowfat and low-carb ice cream snacks under its distinctive brands Skinny Cow and Skinny Carb. Consumers across the U.S. have become increasingly drawn toward lowfat and low-carb food alternatives within an overall trend of more health-conscious eating. The frozen snack portion of the ice cream business has experienced this same trend. The "better-for-you" segment is the fastest-growing portion of the frozen snack category in the grocery channel, with growth of 40% in 2003.

Prior to the acquisition, Dreyer's acted as the national distributor for Silhouette Brands. Following this acquisition, Dreyer's anticipates significant administrative, selling and management synergies, reduced costs and raw material sourcing improvements.

"Silhouette Brands has successfully navigated the health-conscious trends in the frozen snack business and has built the first nationally recognized lowfat and low-carb frozen snack brands," commented Thomas M. Delaplane, executive vice president of sales for Dreyer's. "We welcome the addition of these strong brands to the Dreyer's frozen snack portfolio and feel that they add significant breadth to the ice cream assortment that Dreyer's offers consumers and retailers across the country."

"Skinny Cow has been the fastest-growing partner brand in Dreyer's portfolio of distributed brands in recent years," said Alberto Romaneschi, Dreyer's chief financial officer. "Today's acquisition represents both a significant marketing opportunity for additional growth of Silhouette's leading brands and a significant financial opportunity to realize strong synergies."

Silhouette Brands' founders, Marc Wexler and Sam Pugliese, commented, "Dreyer's has been an essential partner in Silhouette's growth by providing direct-store-distribution for many years. We are delighted that they will be taking our brands both to the next level in the grocery channel and forward into a variety of other channels where our brands have not yet had the resources to penetrate. We believe that a sale of Silhouette at this time and the transaction with Dreyer's are in the best interests of Silhouette stockholders and that the negotiated per share purchase prices are fair to our stockholders. We thank the Silhouette stockholders, employees and loyal customers for their support during the past 10 years."