Mars Buys Doane Pet Care U.S.

NEW YORK - Apr 26/06 - SNS -- Mars, Incorporated will buy Doane Pet Care Enterprises, Inc. from Teachers' Private Capital, the private equity arm of Ontario Teachers' Pension Plan.

The acquisition by Mars will not include Doane's European business, which is being sold to a third party. Closing of the transaction is subject to certain conditions, including receipt of required regulatory approvals, and is expected to be completed within the next several months.

Current Doane President and CEO Doug Cahill will manage the newly combined Mars North American Pet business in Nashville, Tennessee.

In connection with, and subject to consummation of, the transaction, Doane will commence tender offers for all of its Senior Notes Due 2010 and its Senior Subordinated Notes Due 2015. Doane will also solicit consents to certain amendments to the indentures for those notes.

Subject to the terms and conditions of the tender offer and consent solicitation, the total consideration to be paid for each validly tendered 2010 Note and 2015 Note will be paid in cash and calculated based in part on the present value of the required payments to, and redemption premium payable as of, March 1, 2007 (in the case of the 2010 Notes) and November 15, 2010 (in the case of the 2015 Notes) and a discount rate equal to the yield of the 3.375% U.S. Treasury Security due February 28, 2007 (in the case of the 2010 Notes) and the 4.5% U.S. Treasury Security due November 15, 2010 (in the case of the 2015 Notes), plus in each case 50 basis points.

The debt tender offers will only be made pursuant to definitive tender offer materials that will be distributed to Doane's note holders. The detailed methodology for calculating the total tender offer consideration will be included in those materials.