Del Monte Tenders for Notes

NEW YORK - Jan 11/045 - SNS -- Del Monte Corporation has commenced a cash tender offer and consent solicitation for any and all of its $300 million aggregate principal amount of 9 1/4% Senior Subordinated Notes due 2011.

The tender offer expires February 7, 2005.

Under terms of the announcement, the consideration for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the Tender Offer shall be (1) a price, calculated in accordance with standard market practice, intended to result in a yield to the earliest redemption date for the Notes (May 15, 2006) equal to the sum of (i) the yield to maturity of the applicable reference security (2.00% U.S. Treasury Note due May 15, 2006), as calculated by the dealer managers in accordance with standard market practice based on the bid-side price for such reference security as of 2:00 p.m., New York City time, on the second business day preceding the expiration time, and (ii) a fixed spread of 75 basis points, minus (2) an amount equal to the consent payment of $40.00 per $1,000 principal amount of Notes. Holders will also be paid accrued interest to, but not including, the settlement date.

As of 2:00 p.m., New York City time, on January 7, 2005, the reference treasury yield was 3.005% and, based on such yield, the consideration for each $1,000 principal amount of Notes as calculated above would be $1,071.51, assuming a settlement date of February 8, 2005.

In addition, Del Monte will pay a consent payment of $40.00 for each $1,000 principal amount of Notes tendered and consents delivered prior to 5:00 p.m., New York City time, on Monday, January 24, 2005, unless extended. Holders that tender Notes after the Consent Time will not be eligible to receive the consent payment.