Snyder's-Lance to acquire Snack Factory, LLC

Snyder's-Lance, Inc. (Nasdaq-GS: LNCE) today announced that it has entered into a definitive agreement to acquire Snack Factory, LLC and certain affiliates, for $340 million in cash.

This includes approximately $60 million of net present value of future tax benefits. Snyder's-Lance, Inc. (Snyder's-Lance) expects to close the transaction early in the fourth quarter.

The completion of the transaction is subject to customary conditions, including receipt of required regulatory approvals. Snyder's-Lance was advised by Edgeview Partners in the transaction and was supported by the law firm of K&L Gates, LLP. Snack Factory and VMG Partners were represented by Houlihan Lokey and the law firm of Kirkland &Ellis.

Transaction highlights:

• Adds a fast growing differentiated national core brand to our existing portfolio
• Provides entry into the deli-bakery section of grocery stores, an attractive and growing retail area for snacks
• Expected to add approximately $0.02 to Snyder's-Lance earnings per share, excluding transaction related costs, in 2012 and approximately $0.10 to earnings in 2013
• Expected to add approximately $160 million to estimated 2013 net revenues
• Transaction brings an experienced management team and sales force who can provide new marketing and sales abilities to augment our current expertise

As the world's ?rst pretzel-shaped cracker, Snack Factory's market-leading Pretzel Crisps® are exceptionally thin, ?at crackers that are all natural and have multiple uses in snacking. The Pretzel Crisps® brand is known for its portfolio of innovative flavor profiles, its commitment to providing the highest-quality, natural ingredients, and its broadening base of passionate, influential consumers. As a result, the brand has become the fastest-growing brand in premium snacking and has developed strong relationships with retail partners. At only 110 calories per serving, the line features ?avors such as Original, Garlic and Parmesan, Everything and Sesame. The products are sold nationally in leading retailers across multiple channels, and have developed a passionate following with consumers looking for a unique snack that's great on its own while also being perfect for dips, spreads and other toppings.

"We are excited about the opportunity to add the Snack Factory family of products to our growing portfolio of outstanding snack food brands,"said David V. Singer, Chief Executive Officer of Snyder's-Lance. "We believe that the passion for quality and excellence at Snyder's-Lance will further enhance the success already achieved by these outstanding products. The team at Snack Factory has done an amazing job of developing such a successful brand with a loyal following. We look forward to bringing together our collective strengths as Snyder's-Lance continues to build an even stronger snack foods company. Snack Factory is truly a welcome addition, and we are certain that customers and consumers alike will be excited at the possibilities for this premium, unique line of great tasting products."

"We couldn't be more excited for the future of Pretzel Crisps®,"said Tom O'Rourke, Chief Executive Officer of Snack Factory LLC. "Together with Snyder's-Lance, we can reach more consumers, continue to build exceptional brand equity, and bring more exciting innovation to the marketplace."

Kara Cissell-Roell, Managing Director of VMG Partners said, "When founders Warren and Sara Wilson selected VMG as their strategic partner in 2009, we all recognized Pretzel Crisps® as an innovative brand with enormous potential. The Snack Factory team accelerated consumer trial and awareness of the brand and won the hearts of a passionate consumer base. I am extremely excited to see the next phase of Pretzel Crisps® remarkable success story as part of the Snyder's-Lance family of brands."