Viterra Tenders for Pasta Company

TORONTO - Mar 24/10 - SNS -- Viterra Inc.'s wholly owned subsidiary issued a cash tender offer to purchase all outstanding shares of common stock of Dakota Growers Pasta Company, Inc. at a price of USD$18.28 per share and all outstanding shares of Series D preferred stock of Dakota Growers at a price of USD$0.10 per share.

The tender offer is being made pursuant to the merger agreement entered into on March 10, 2010. The transaction has the unanimous approval of both Dakota Growers’ Board of Directors and Viterra’s Board of Directors.

Viterra will today file with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO that provides the terms of the tender offer and Dakota Growers will file a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Dakota Growers’ Board of Directors that Dakota Growers stockholders accept the tender offer and tender their shares into the offer.

The tender offer will expire at midnight (EDT) on Monday, May 3, 2010, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is conditioned upon the tender of more than 50 per cent of the outstanding shares of common stock of Dakota Growers on a fully diluted basis. The closing is also conditioned upon expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.

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