Exhibit 2.1
DISTRIBUTION AGREEMENT
Distribution
Agreement, dated as of June 24, 2005 (the “
Agreement ”) by and between Dean Holding
Company, a Wisconsin corporation formerly known as Dean Pickle and
Specialty Products Company (“ Pickle ”),
TreeHouse Foods, Inc., a Delaware corporation (the “
Company ”) and Dean Foods Company, a Delaware
corporation (the “ Sole Stockholder
”).
WHEREAS, Pickle
holds 118,000 shares of common stock of the Company (the “
Common Stock ”);
WHEREAS, the Board
of Directors of Pickle has determined that it would be advisable
and in the best interests of Pickle and the Sole Stockholder for
Pickle to distribute to the Sole Stockholder, without any
consideration therefor, the Common Stock (the “
Distribution ”); and
WHEREAS, for
federal income tax purposes, the Distribution is intended to
qualify under Section 355 of the Internal Revenue Code of
1986, as amended;
NOW, THEREFORE, in
consideration of the mutual covenants and obligations set forth in
this Agreement, the parties hereto agree as follows:
1.
Distribution . The Board of
Directors of Pickle shall determine the record date for the
Distribution (the “ Record Date ”).
Pursuant to the Distribution, on the date determined by the Board
of Directors of Pickle as the date on which the Distribution is
payable to the Sole Stockholder, which shall be the date on which
the Sole Stockholder shall be entitled to the Common Stock (the
“ Distribution Date ”), Pickle shall
distribute the Common Stock to the Sole Stockholder. In connection
therewith, promptly following the Distribution, Pickle shall
deliver to the Sole Stockholder one or more stock certificates
representing all shares of Common Stock held by Pickle, together
with one or more stock power(s) endorsed in blank.
2.
Pickle Board Action . The Board of Directors of Pickle
shall, in its discretion, establish the Record Date and the
Distribution Date and all appropriate procedures in connection with
the Distribution. The consummation of the transactions provided for
in Section 1 shall only be effected after the Distribution has
been declared by the Board of Directors of Pickle.
3.
Confirmatory Instruments and
Documents . Pickle hereby irrevocably constitutes and appoints
the Sole Stockholder as its true and lawful attorney, with full
power of substitution, in its name but on behalf of and for the
benefit of such assignee, to execute, acknowledge, del
