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Hain Celestial Acquires Imagine Foods, Leading Non-Dairy Beverage Company

- Hain Celestial Expands Growth Opportunities for Rice and Soy Beverages,

Soups and Frozen Desserts in U.S., Canada and Europe -

- Transaction Expected to be Accretive to Hain Celestial's Earnings Per Share

in Current Fiscal Year-

UNIONDALE, N.Y., Dec. 2 /PRNewswire-FirstCall/ -- The Hain Celestial Group, Inc. (NASDAQ: HAIN) , the leading natural and organic food company, announced today that it has acquired privately-held Imagine Foods, Inc., a leading non-dairy beverage company specializing in aseptic and refrigerated Rice and Soy milks, organic aseptic soups and broths, and organic frozen desserts in the U.S., Canada, and Europe. The transaction is expected to be accretive to The Hain Celestial Group's earnings per share by $0.02 - $0.03 in the current fiscal year, and by $0.08 - $0.11 in the 2004 fiscal year.

With a strong presence in the North American and European natural and grocery food channels, Imagine Foods' sales in its most recent fiscal year totaled approximately $70 million. Imagine Foods' well-known natural and organic brands include Rice Dream non-dairy aseptic and refrigerated beverages and non-dairy frozen desserts and novelties, Soy Dream non-dairy aseptic and refrigerated beverages and organic non-dairy frozen desserts and novelties, Imagine Natural Organic Soups and Broths, and Power Dream soy energy drink. Since 1999, Imagine Foods has increased sales by over 15% CAGR, outpacing the natural foods industry. Last year, Imagine's soups, refrigerated beverages and frozen desserts and novelties all grew by over 20%.

Irwin D. Simon, Chairman and Chief Executive Officer said, "The acquisition of Imagine significantly enhances our capabilities on several strategic fronts simultaneously. In non-dairy beverages, Imagine will strengthen our offering to our natural and retail customers. With Westsoy, Rice Dream, the rice milk category leader, and Soy Dream, we will bring increased scale to both the aseptic aisle and the refrigerated non-dairy beverages section. In the overall soup category, we will also have increased scale from the combination of Health Valley soups and Imagine Organic aseptic soups and broths, an excellent brand growing at double-digit rates. Additionally, Imagine Natural Organic soups give us a much stronger foothold in ready-to-eat soups. With Imagine's well-known non-dairy frozen desserts brands, we have gained an attractive position in a fast-growing category of the natural and organic sector."

Mr. Simon continued, "This transaction better positions us to realize our objectives in two critical areas while we continue to advance our core strategy. We will create additional opportunities for our brands by combining Imagine's existing network and successes with our Lima business in Europe and our Yves business in Canada. We will also work to leverage the growing scale of our refrigerated businesses in the U.S., benefiting from the combined resources and knowledge of our Yves Veggie Cuisine, Westsoy refrigerated, and Imagine non-dairy beverages and frozen desserts businesses."

Robert Nissenbaum, Imagine Foods CEO and founder, said "I am very excited about the new opportunities for the Imagine brand as part of the Hain Celestial family. Our employees have worked hard over the past 20 years to help build several of the most well-known product lines in the natural foods industry. The timing is right for us to join one of the fastest growing natural and organic food companies. We can look forward to developing even more new products and creating growth for all of the expanded Hain Celestial Group's brands." Mr. Nissenbaum will join Hain Celestial.

Terms of the transaction, which closed today, were not disclosed.

About The Hain Celestial Group

The Hain Celestial Group, headquartered in Melville, NY, is a natural, specialty and snack food company. The Company is a leader in 13 of the top 15 natural food categories, with such well-known natural food brands as Celestial Seasonings (R) teas, Hain Pure Foods(R), Westbrae(R), Westsoy(R), Arrowhead Mills(R), Health Valley(R), Breadshop's(R), Casbah(R), Garden of Eatin(R), Terra Chips(R), Yves Veggie Cuisine(R), The Good Dog (R), The Good Slice(R), DeBoles(R), Earth's Best(R), Nile Spice, Rice Dream(R), Soy Dream(R), Imagine Natural Organic Soups and Broths(R) and Lima & Biomarche(R) in Europe. The Company's principal specialty product lines include Hollywood(R) cooking oils, Estee(R) sugar-free products, Kineret(R) kosher foods, Boston Better Snacks(R), and Alba Foods(R). The Hain Celestial Group's website can be found at

Statements made in this Press Release that are estimates of past or future performance are based on a number of factors, some of which are outside of the Company's control. Statements made in this Press Release that state the intentions, beliefs, expectations or predictions of The Hain Celestial Group and its management for the future are forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. Information concerning factors that could cause actual results to differ materially from those in forward- looking statements is contained from time to time in filings of The Hain Celestial Group with the U.S. Securities and Exchange Commission. Copies of these filings may be obtained by contacting The Hain Celestial Group or the SEC.

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