United Natural Foods Signs Agreement and Plan of Merger With Northeast Cooperatives

DAYVILLE, Conn., Oct. 23 /PRNewswire-FirstCall/ -- United Natural Foods, Inc. (NASDAQ: UNFI) today announced it has signed an Agreement and Plan of Merger with Northeast Cooperatives, a natural foods distributor in the Northeast and Midwest. Northeast Cooperatives, headquartered in Brattleboro, VT, had approximately $120 million in sales for the latest twelve months. Terms of the transaction were not disclosed. Consummation of the transaction is contingent upon customary closing conditions, approval by the members of Northeast Cooperatives and approval from Northeast Cooperatives' lenders.

Steven Townsend, United Natural Foods President, said, "We are extremely excited about this transaction which continues the Company's strategy of supplementing our strong internal growth with strategic acquisitions that allow us to broaden our geographic reach and increase customer penetration. The addition of Northeast Cooperatives will provide UNFI with an expanded customer base along with new channels of distribution. Furthermore, we expect to realize significant synergies with the consolidation of Northeast Cooperatives operation into our expanded Chesterfield facility during the summer of 2003."

George Southworth, Chief Executive Officer of Northeast Cooperatives, said, "The merger with UNFI will provide the diverse customer base of Northeast Cooperatives with a strong distribution partner and, with the combined skill sets of both organizations, will strengthen natural foods retailing and service to consumers in our region. After an extensive search, Northeast's Board of Directors has identified UNFI as the best partner for our members and customers and strongly endorses the merger."

United Natural Foods expects the transaction to close in its fiscal 2003 second quarter. The Company also stated it expects the transaction to be neutral to slightly accretive by the end of the first full year following the acquisition, and accretive thereafter.

About Northeast Cooperatives

Northeast Cooperatives carries and distributes over 14,000 products to approximately 2,800 customers primarily in the Northeast. Northeast Cooperatives serves a wide variety of retail formats including conventional supermarket chains, natural product superstores, independent retail operators, cooperatives, institutions and buying clubs.

About United Natural Foods

United Natural Foods, Inc. carries and distributes over 30,000 products to more than 7,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores and independent retail operators.

For more information on United Natural Foods, Inc., visit the Company's web site at www.unfi.com .

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding United Natural's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and our dependence on principal customers, see "Risk Factors" in the Company's quarterly report on Form 10-Q filed with the Commission on June 13, 2002, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. United Natural Foods, Inc. is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws.

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