FOOD&BEVERAGEIQ. Recent Deal Activity 4Q2017/1Q2018

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1 Summary of Food & Beverage Industry M&A and Capital Markets Activity FOOD&BEVERAGE IQ Industry Insights for Q M&A activity in the food and beverage industry remained robust in Q1 2018, a continuation from a highly active While Q activity was down as compared with Q levels, we believe that interest in the sector and current industry trends will result in fullyear 2018 activity ending up in-line with 2017 levels. A number of sector trends will continue to drive deal activity in Primary trends include the emergence of the so called Amazon effect and changing consumer preferences toward (i) healthier, better-for-you alternatives, (ii) local brands/ingredients, and (iii) an increased appetite for snacks and on-the-go consumables. As large, old-line food and beverage companies (think General Mills and Kellogg) have been caught holding the bag with vast, traditional product portfolios (e.g., sugary cereals), consumers, particularly millennials, have been voting with their wallets and forcing big changes at these companies. Hence the falling stock prices for old liners, including last-twelve-month declines of 10%+ for each of General Mills, Kellogg and Post. Large, First Quarter 2018 old-liners have been prioritizing M&A for on-trend growth as it is often easier to acquire trusted, proven brands than to build them organically. And with on-trend, high-quality businesses of scale in short supply, competition for deals is often pricebased, with buyers offering significant premiums. For instance, Hershey paid a 70%+ premium for better-for-you snack company Amplify in late Food and beverage retailers are also under pressure from the Amazon effect. The monumental impact of Amazon s acquisition of Whole Foods in mid-2017 illustrates Amazon s ability to significantly disrupt established industries. Stock price impacts were immediate, with next-day declines of 15%, 12% and 5% for Kroger, Target and Walmart, respectively. This generated an urgent need to develop scalable online grocery/fulfillment strategies among traditional grocers. As they experiment with online order/in-store pick-up, some have leveraged M&A to acquire proven delivery capabilities (e.g., Target s acquisition of same-day delivery platform Shipt in late 2017), a trend we expect to continue.

2 Recent Deal Activity 4Q2017/1Q2018 October 6, Canada-based Cooke Inc. acquired Houston, Texas-based Omega Protein Corporation. Omega produces products to enhance the nutritional integrity of foods, dietary supplements, and animal feeds worldwide. Cooke management noted Omega provides Cooke with further supply-side diversification. The announced transaction value was $509 million, which implies revenue and EBIT multiples of 1.4x and 14.3x, respectively. October 15, Grand Rapids, Michigan-based Tillerman Seeds LLC acquired Dansville, Michigan-based D.F. Seeds Inc. D.F. Seeds supplies a variety of seeds for soybean and wheat to farmers. This was the first acquisition for Tillerman, a holding company created to acquire small independent seed distributors that are looking for growth or new ownership. The financial terms of the transaction were not disclosed. October 31, Austin, Minnesota-based Hormel Foods Corporation (NYSE:HRL) acquired Hayward, California-based Columbus Manufacturing Inc. from private equity group Arbor Investments. Columbus sells premium deli meats. Hormel management noted the acquisition positions Hormel as a total deli solutions provider, broadening Hormel s product lines and customers. The announced transaction value was $850 million, which implies a revenue multiple of 2.8x. November 2, Englewood Cliffs, New Jersey-based Unilever United States Inc. acquired Portland, Oregon-based Tazo Tea Company from Starbucks. Tazo offers tea and herbal beverages. Unilever cited Tazo s strong millennial appeal as the key driver for the acquisition. The announced transaction value was $384 million, which implies a revenue multiple of 3.4x. November 21, Hong Kong-based Tianyun International Holdings Limited (SEHK:6836) announced an agreement to acquire Los Angeles, California-based Homemade Harvey Operating LLC. Homemade sells processed fruit blends in flexible pouch packaging with re-sealable caps. Tianyun management cited expansion into the United States market as a key driver for the acquisition. The announced transaction value was $5 million. November 30, Canada-based Maple Leaf Foods Inc. (TSX:MFI) acquired Seattle, Washington-based Field Roast Grain Meat Co. Inc. Field Roast produces premium grain-based meat and cheese products. Maple Leaf management noted Field Roast complements and expands Maple Leaf s North American market for alternative plant-based proteins. The announced transaction value was $120 million, which implies a revenue multiple of 3.2x. December 18, Hershey, Pennsylvania-based The Hershey Company (NYSE:HSY) acquired Austin, Texas-based Amplify Snack Brands Inc. (NYSE:BETR). Amplify distributes ready-to-eat and microwave popcorn, kettle cooked potato chips, tortilla chips, and other snack products. Hershey management noted Amplify s product portfolio allows Hershey to capture more consumer snacking occasions. The announced transaction value was $1.5 billion, which implies revenue and EBIT multiples of 4.1x and 22.2x, respectively. December 18, Camden, New Jersey-based Campbell Soup Company (NYSE:CPB) acquired Charlotte, North Carolina-based Snyder s-lance Inc. (NasdaqGS:LNCE). Snyder s manufactures pretzels, sandwich crackers, kettle cooked chips, pretzel crackers, and other snack foods. Campbell management noted the acquisition will accelerate Campbell s access to faster-growing distribution channels, including the convenience and natural channels. The announced transaction value was $6.0 billion, which implies revenue and EBIT multiples of 2.7x and 32.9x, respectively. December 20, Canada-based GreenSpace Brands Inc. (TSXV:JTR) acquired North Kingstown, Rhode Island-based Galaxy Nutritional Foods Inc. from private equity group Mill Road Capital. Galaxy owns the Go Veggie brand and produces cheese alternative products. Green Space management cited Galaxy s profitable United States platform as the key driver for the transaction. The announced transaction value was $17 million, which implies a revenue multiple of 1.0x. January 17, Private equity group Pinnacle Asset Management L.P. acquired Greeley, Colorado-based Five Rivers Cattle Feeding LLC from JBS USA. Five Rivers is the largest feeding operation in the world. BS provides cattle feeding services. Pinnacle management noted the transaction continues it strategic path of investment in its physical commodity platform. The announced transaction value was $200 million. February 12, Canada-based Cott Corporation (TSX:BCB) acquired Watertown, Connecticut-based Crystal Rock Holdings Inc. (AMEX:CRVP). Crystal Rock distributes bottled water, coffee, tea, and soft drinks to homes and offices in New England, New York, and New Jersey. Cott management cited high margins in the home and office water delivery and coffee services categories and the ability to leverage Cott s platform and operating strength in the Northeastern U.S. market as rationale for the acquisition. The announced transaction value was $35 million, which implies a revenue and EBIT multiple of 0.6x and 17.6x, respectively. February 23, Canada-based General Mills, Inc. (NYSE:GIS) announced an agreement to acquire Wilton, Connecticut-based Blue Buffalo Pet Products Inc. (NasdaqGS:BUFF). Blue Buffalo sells dog and cat food to retail partners and distributors in specialty channels. General Mills management cited Blue Buffalo s leading position in the large and growing wholesome natural pet food category as a key driver for the acquisition. The announced transaction value was $8.3 billion, which implies a revenue and EBIT multiple of 6.3x and 26.6x, respectively. March 20, German-based HelloFesh acquired Denver, Colorado-based Green Chef Corporation. Green Chef supplies organic ingredients for cooking healthy and flavorful meals in the Western and Central United States. HelloFresh management cited Green Chef s status as the first certified and gluten-free meal kit company in the U.S. as a key driver for the acquisition. The financial terms of the transaction were not announced.

3 Food & Beverage Company Trading Multiples ($ in Millions) 03/31/18 Qtrly Price Market Total LTM Gross EBITDA Net Debt/ Enterprise Value/LTM Company Stock Price Change Cap. EV (1) Revenue EBITDA Margin Margin EBITDA Revenue EBITDA Beverages 5.50x 30.00x The Coca-Cola Company $ (5%) $ 185,207 $ 214,191 $ 35,410 $ 10,870 63% 31% 2.5x 6.0x 19.7x Dr Pepper Snapple Group, Inc. $ % $ 21,278 $ 25,704 $ 6,690 $ 1,579 60% 24% 2.8x 3.8x 16.3x National Beverage Corp. $ (9%) $ 4,149 $ 3,989 $ 943 $ % 22% NM 4.2x 18.8x Primo Water Corporation $ (7%) $ 363 $ 630 $ 286 $ 48 29% 17% 5.5x 2.2x 13.0x Median (2) 50% 23% 2.8x 4.0x 17.5x Mean 48% 23% 3.6x 4.1x 16.9x Food Retail 4.0x 30.0x The Kroger Co. $ (13%) $ 20,828 $ 36,070 $ 122,662 $ 4,945 23% 4% 3.1x 0.3x 7.3x SUPERVALU Inc. $ (29%) $ 585 $ 2,449 $ 14,649 $ % 3% 3.9x 0.2x 5.2x Weis Markets, Inc. $ (1%) $ 1,102 $ 1,052 $ 3,467 $ % 5% NM 0.3x 6.5x Ingles Markets, Incorporated $ (2%) $ 686 $ 1,563 $ 4,034 $ % 6% 3.6x 0.4x 6.4x Village Super Market, Inc. $ % $ 379 $ 339 $ 1,607 $ 63 27% 4% NM 0.2x 5.4x Median (2) 24% 4% 3.8x 0.3x 6.4x Mean 23% 4% 3.5x 0.3x 6.2x Manufactured Foods 5.5x 30.0x The Kraft Heinz Company $ (20%) $ 75,924 $ 106,044 $ 26,232 $ 8,315 38% 32% 3.6x 4.0x 12.8x Mondelez International, Inc. $ (3%) $ 62,066 $ 79,527 $ 25,896 $ 4,607 39% 18% 3.8x 3.1x 17.3x General Mills, Inc. $ (24%) $ 26,716 $ 36,574 $ 15,657 $ 3,199 34% 20% 2.7x 2.3x 11.4x Kellogg Company $ (4%) $ 22,532 $ 30,882 $ 12,923 $ 2,912 40% 23% 2.9x 2.4x 10.6x The Hershey Company $ (13%) $ 20,829 $ 23,386 $ 7,515 $ 1,804 46% 24% 1.4x 3.1x 13.0x The Kraft Heinz Company $ (20%) $ 75,924 $ 106,044 $ 26,232 $ 8,315 38% 32% 3.6x 4.0x 12.8x Mondelez International, Inc. $ (3%) $ 62,066 $ 79,527 $ 25,896 $ 4,607 39% 18% 3.8x 3.1x 17.3x General Mills, Inc. $ (24%) $ 26,716 $ 36,574 $ 15,657 $ 3,199 34% 20% 2.7x 2.3x 11.4x Kellogg Company $ (4%) $ 22,532 $ 30,882 $ 12,923 $ 2,912 40% 23% 2.9x 2.4x 10.6x Flowers Foods, Inc. $ % $ 4,604 $ 5,437 $ 3,921 $ % 11% 1.9x 1.4x 12.2x Pinnacle Foods Inc. $ (9%) $ 6,440 $ 9,153 $ 3,144 $ % 21% 4.1x 2.9x 14.0x TreeHouse Foods, Inc. $ (23%) $ 2,159 $ 4,546 $ 6,307 $ % 9% 4.0x 0.7x 7.6x Lancaster Colony Corporation $ (5%) $ 3,380 $ 3,202 $ 1,202 $ % 17% NM 2.7x 15.9x J&J Snack Foods Corp. $ (10%) $ 2,551 $ 2,421 $ 1,124 $ % 15% NM 2.2x 14.7x B&G Foods, Inc. $ (33%) $ 1,578 $ 3,589 $ 1,668 $ % 20% 6.2x 2.2x 11.0x Bridgford Foods Corporation $ % $ 136 $ 129 $ 168 $ 13 35% 8% NM 0.8x 9.6x Median (2) 37% 20% 3.2x 2.4x 12.5x Mean 35% 19% 3.3x 2.5x 12.6x Protein & Dairy 5.5x 30.0x Tyson Foods, Inc. $ (10%) $ 26,898 $ 36,308 $ 39,307 $ 3,932 13% 10% 2.4x 0.9x 9.2x Hormel Foods Corporation $ (6%) $ 18,174 $ 18,672 $ 9,219 $ 1,321 21% 14% 0.4x 2.0x 14.1x Cal-Maine Foods, Inc. $ (2%) $ 2,123 $ 1,924 $ 1,334 $ % 8% NM 1.4x 17.6x Dean Foods Company $ 8.62 (25%) $ 787 $ 1,684 $ 7,795 $ % 4% 2.7x 0.2x 5.2x Sanderson Farms, Inc. $ (14%) $ 2,718 $ 2,329 $ 3,426 $ % 15% NM 0.7x 4.6x Median (2) 18% 10% 2.4x 0.9x 9.2x Mean 19% 10% 1.8x 1.1x 10.1x (as of March 31, 2018). (1) EV ( Enterprise Value ) is defined as market capitalization plus net debt, preferred equity and minority interest. (2) Median and mean values exclude all non-meaningful values. Amherst Partners Food & Beverage Indices Index Value 180% 160% 140% 120% 100% 80% 60% 40% Beverages Food Retail Manufactured Foods Protein & Dairy S&P 500 Stock Index

4 Food & Beverage Indices - Median Enterprise Value/LTM EBITDA 14.0x 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x Beverages Food Retail Manufactured Foods Protein & Dairy Food & Beverage Indices - Median Net Debt/LTM EBITDA 4.0x 3.0x 2.0x 1.0x 0.0x Beverages Food Retail Manufactured Foods Protein & Dairy U. S. Food & Beverage M&A Activity Total Transactions (Number of Deals) $98 $52 $62 $45 $34 $29 $17 $19 $21 $ YTD 2017 YTD 2018 $120 $100 $80 $60 $40 $20 $- Aggregate Trans. Value ($ in Billions) SearchCriteria: (1) Beverages or Food Products (Primary). (2) Acquisition of a Majority Stake (3) Transactions announced date (including bids and letters of intent) Total Transactions Aggregate Transaction Value

5 FOOD&BEVERAGE IQ Copyright 2018 Amherst Partners, LLC All Rights Reserved. Amherst Partners LLC is a boutique, independent Investment Banking, Restructuring Advisory, and Management Consulting firm. Securities transactions are offered through Amherst Partners wholly-owned subsidiary, One Amherst Partners LLC, a registered broker-dealer and member of FINRA ( and SIPC ( This report is published solely for informational purposes and is not to be construed as rendering legal, accounting or investment advice or as a solicitation or an offer to buy or sell securities. Although information contained in this report has been obtained from and is based on sources that Amherst Partners LLC believes to be reliable, it is not guaranteed as being accurate. Past performance is not an indication of future results. About Amherst Amherst Partners track record spans over 20 years of investment banking excellence, using senior level advisors to create unique solutions for middle-market transactions. Our Services Merger & Acquisition Advisory Capital Raising Restructuring Advisory Management Consulting As a partner in IMAP, Amherst maintains a well-established network of international offices in over 35 countries. In 2017, IMAP advisers completed 191 global transactions, worth over $12 billion. Through our IMAP partners, Amherst benefits by having seasoned deal professionals on the ground across the globe, with firsthand knowledge of the local cultural and business environment. For more information: Contact Us Chas Chandler, Partner chandler@amherstpartners.com Scott Eisenberg, Partner seisenberg@amherstpartners.com Don Luciani, Partner dluciani@amherstpartners.com Sheldon Stone, Partner sstone@amherstpartners.com Jeremy Falendysz, Managing Director jfalendysz@amherstpartners.com Thomas McCabe, Managing Director tmccabe@amherstpartners.com James Morden, Managing Director jmorden@amherstpartners.com John W. Patterson, Managing Director jpatterson@amherstpartners.com Brian Phillips, Managing Director bphillips@amherstpartners.com Matthew Feldman, Director mfeldman@amherstpartners.com