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Confidential Information The following presentation includes confidential information and constitutes Evaluation Material as defined in the Notice To and Undertaking By Recipients contained in the Confidential Information Memorandum dated October 2015, and is subject to the confidentiality provisions contained therein. Forward-Looking Statements Statements in this presentation that are not statements of historical or current fact constitute forward-looking statements. The forward-looking statements contained in this presentation include, without limitation, statements related to net sales, net income, adjusted EBITDA and excess cash projections for our base business; the planned acquisition of the Green Giant and Le Sueur brands and the timing and financing thereof; the expected impact of the planned acquisition, including without limitation, the expected impact on B&G Foods earn ings per share, net sales, net income, adjusted EBITDA, capital expenditures, cash taxes, cash interest, working capital, free cash flow, excess cash and dividends, and the expected tax benefits of the acquisition; B&G Foods plans to reinvigorate the brands, by among other things, introducing new and innovative products that meet the needs of consumers; and B&G Foods plan to consider an equity offering post -acquisition to delever. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms believes, belief, expects, projects, intends, anticipates or plans to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: whether and when the required regulatory approvals will be obtained, whether and when the other closing conditions will be satisfied and whether and when the transaction and related financing will close, whether and when the Company will be able to realize the expected financial results and accretive effect of the transaction, and how customers, competitors, suppliers and employees will react to the acquisition. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods filings with the Securities and Exchange Commission, including under Item 1A, Risk Factors in the Companys Annual Report on Form 10-K for fiscal 2014 filed on March 4, 2015 and in our subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 1 |