Hain Celestial Completes Acquisition of JASON Natural Products Inc.

MELVILLE, N.Y., Jun 3, 2004 /PRNewswire-FirstCall via COMTEX/ -- The Hain Celestial Group, Inc. (HAIN) , the leading natural and organic products company, today announced the acquisition of JASON Natural Products Inc., one of the most established and respected brands in the fast-growing natural health and body care products category. The acquisition marks the Company's first entry into this complementary category, which is sold and distributed through the same natural channels in which Hain Celestial has a significant presence and expertise. In its last fiscal year, sales of JASON Natural Products Inc. totaled approximately $20 million. Separately, Hain Celestial announced today that on May 27, 2004 it completed the previously announced acquisition of the Ethnic Gourmet(R) brand of natural ethnic frozen meals and the Rosetto(R) brand of frozen Italian products from H.J. Heinz.

Irwin D. Simon, President and Chief Executive Officer of The Hain Celestial Group said, "This is an exciting acquisition for Hain Celestial, giving us another excellent brand in a different aisle of the natural channel. Hain Celestial has consistently pioneered new natural growth categories and, with the overall health and body segment growing at approximately 14%, and JASON Natural exceeding that rate of growth, we're particularly pleased with this acquisition. We share many of JASON Natural's existing customers, and can now offer them and our many other customers JASON Natural products through our own distribution system," said Mr. Simon.

"JASON Natural is a leader in the natural and organic health and body care category and, having established this foundation, we expect to expand our presence through a combination of organic growth -- building on Hain Celestial's extensive distribution network and creating new products -- and pursuing additional strategic acquisitions," Mr. Simon continued. "For example, in the near term we see significant opportunities for JASON Natural in the Canadian and European markets, regions where JASON Natural does not have a presence and Hain's distribution network is well established. We also look forward to exploring opportunities to leverage the JASON Natural product line with our existing brands by creating an Earth's Best(R) line of body care products for babies and kids, and pursuing development of a line of Celestial Seasonings(R) herbal body care products," said Mr. Simon.

"We are also delighted to have a first class management team ready to go at JASON Natural. Hain's Andy Jacobson will be General Manager of the new Hain Celestial Whole Body Care Division. Andy, who has served Hain Celestial in a number of capacities over the past seven years and was until recently our General Manager, non-dairy, has a comprehensive knowledge of Hain Celestial's operations and systems. Jeffrey Light, Chairman and Founder of JASON Natural and a veteran of the industry with over 40 years of experience, has agreed to continue his close involvement with the business by working with Andy to pursue new growth opportunities," concluded Mr. Simon.

Terms of the transaction, which closed today, were not disclosed. The transaction is expected to be immediately accretive to Hain Celestial's earnings. Hain Celestial will maintain its Whole Body Care Division as a separate unit, based in Los Angeles, California.

Since the company's inception in 1959, JASON Natural has strived to produce pure, carefully balanced health and body care products that contain high quality, naturally sourced ingredients. Its products contain the finest food-grade, organic and nutritional ingredients that deliver topical benefits to the hair and skin. Product fragrances are derived from the natural essential oils.

JASON Natural is the first cosmetic company in the health food/natural body care industry to become ISO 9001 Certified. ISO certification is an absolute quality management system where all policies and procedures are documented and all employees are trained on the quality processes and verified by the ISO auditors every year. JASON Natural's Manufacturing Facility is a Certified Organic Processor. It is the company's Organic Promise to formulate organic items that are pure, natural and formulated with 70-100% Organic ingredients.

Hain also announced today that on May 27, 2004, it completed the acquisition of the Ethnic Gourmet(R) brand of natural ethnic frozen meals and the Rosetto(R) brand of frozen Italian products from H.J. Heinz. The acquisition is expected to be accretive in the first fiscal year following closing and gives the Company a strong foundation on which to build its presence in the frozen food category in both natural and supermarket channels.

About The Hain Celestial Group

The Hain Celestial Group, headquartered in Melville, NY, is a natural, specialty and snack food and body care 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, Walnut Acres(R), Hain Pure Foods(R), CarbFit(TM), Westbrae(R), Westsoy(R), Rice Dream(R), Soy Dream(R), Imagine(R), Ethnic Gourmet(R), Rosetto(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), Lima(R), Biomarche(R), Grains Noirs(R), Natumi(R), Milkfree(R), Earth's Best(R), and Nile Spice(R). 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 Company's Whole Body Care Division primarily consists of JASON Natural Products. The Hain Celestial Group's website can be found at www.hain-celestial.com.

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 relating to the anticipated results of operations of the businesses to be acquired or that otherwise 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 as a result of a number of factors, including the risks associated with successful integration of acquired businesses into the Company's existing operations. 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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