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Topco Associates and Shurfine International Shareholders Approve Proposed Merger

KOKIE, Ill. -Private label procurers Topco Associates Inc. and Shurfine International Inc. on Monday announced that their respective shareholder groups have voted in favor of a proposed merger of the Shurfine International operations into those of Topco Associates Inc. The transaction, which will be achieved through the formation of a new company, Topco Associates LLC, is effective Nov. 1, 2001. Terms of the transaction were not disclosed.

The new entity, structured as a Delaware limited liability company, is expected to have annual revenues of approximately $3.5 billion. All operations will be conducted through Topco Associates LLC, and the existing companies, Topco Associates Inc. and Shurfine International Inc. will become holding companies initially having ownership interests in Topco Associates LLC of 85.7% and 14.3% respectively. Steven K. Lauer, currently president & CEO of Topco Associates Inc., will serve as president & CEO of the new company.

"We are pleased to join forces with the member-owners of Shurfine International," said Lauer. "Beyond the immediate economic benefits of greater purchase volumes, the integration of the Shurfine business into Topco is an exciting opportunity that also creates a platform for future growth. Historically, Topco's focus has been on grocery retailers and, more recently, foodservice, while Shurfine has extensive experience in servicing grocery wholesalers and foodservice entities. We believe there are significant synergies to be realized from such cross-channel business expansion."

Joseph V. Fisher, who currently serves as chairman of the board of Topco Associates Inc., will become chairman of the new entity. "It is clear that the large national chains continue to expand, be it through organic growth or acquisition. Some are already aggressively pursuing cross-channel strategies. The goal of this transaction is to continue to help Topco and Shurfine members level the playing field against these increasingly larger national companies," said Fisher.

Shurfine International's chairman, J.H. Campbell Jr., stated "The significant synergies to be realized by combining with Topco will only serve to strengthen the Shurfine brand and enhance the benefits available to our customers and owners."

The Shurfine offices in Northlake, Ill. will be consolidated into Topco's Skokie, Ill. headquarters, with a number of Shurfine International employees expected to join Topco. "It is our goal during the transition phase to provide continuity of service to both Topco and Shurfine members, without any disruption," said Lauer. "We are especially pleased that three members of Shurfine's senior management team will be joining us. John Stanhaus will serve as president of the wholesale channel and senior vice president of Topco Associates LLC. Dennis Dangerfield has been named vice president of grocery. Mike Nugent will join us as vice president - sales & marketing for the wholesale channel."
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