Doane Pet Care Announces Ownership Change to Enhance Long-Term Growth Strategy

August 29, 2005

Brentwood, TN, August 29, 2005 — Doane Pet Care Company (the “Company”), the largest manufacturer of private label pet food in the United States, today announced that it has entered into a definitive agreement in which all of the outstanding stock of its parent company, Doane Pet Care Enterprises, Inc., will be acquired by Teachers’ Private Capital, the private investment arm of the Ontario Teachers’ Pension Plan, for total cash consideration of $840 million, subject to customary terms and conditions, including regulatory approvals. The Company’s lead investor is JPMorgan Partners, a private equity affiliate of JPMorgan Chase & Co. Other investors in the Company include Bruckmann, Rosser, Sherrill & Co., CapStreet Group, LLC and DLJ Merchant Banking Partners L.P.

As part of the transaction, Teachers’ Private Capital and the Company plan to complete a recapitalization, the goal of which will be to significantly deleverage the Company. As a result of the substantial equity investment being made by Teachers’ Private Capital, proceeds from the transaction will allow the Company to retire all of its outstanding Preferred Stock and reduce the amount of funded debt on its balance sheet.

“We are very excited about the opportunities that this strategic alliance creates,” said Doug Cahill, President and CEO of the Company. “This new ownership structure represents an excellent opportunity for the Company, its customers, its vendors and our associates. We appreciate the strong support provided by our previous owners, which has allowed us to grow the Company to the number one market position in the U.S. for private label pet food manufacturing and establish a key presence in the Pan-European marketplace. We believe our new ownership structure will allow us to further develop our market leading U.S. platform and execute our global growth strategy.”

“We are thrilled with the opportunity to invest in a market-leading U.S. company,” said Jim Leech, Senior Vice-President, Ontario Teachers’ Pension Plan. “The U.S. is a key market for us, and we look forward to working with Doane’s excellent management team to help grow this business.” Jeffrey Walker, the managing partner of JPMorgan Partners said, “We are extremely proud of the global organization that Doug and his team have built and are excited for them as they continue to serve their customers and expand their business with the assistance of Teachers’ Private Capital.”

Cahill continued, “Teachers’ Private Capital has a rich history of investing in strong companies with excellent long-term growth prospects and we are delighted with their recognition of our tremendous potential as well as our achievements in building Doane to its premiere market position. Our dedicated team has identified numerous opportunities to further build our business in the global marketplace while continuing to serve as the Trusted Partner of Choice for our customers’ brands. With the long-term commitment and substantial equity investment provided by Teachers’, we have a unique opportunity to offer an even higher level of product innovation and marketing support than we have in the past to help both our existing customers and new customers build their brands.”

Cahill concluded, “In the near term, we expect this transaction to be seamless to all of our constituents and, in the longer term, quite beneficial as we continue to build upon our past success and capitalize on our future potential. We will continue to operate from our Brentwood headquarters and will remain focused on assisting our customers and growing our business.”

JPMorgan Chase & Co. acted as financial advisor to the Company in the transaction. Lehman Brothers advised Teachers’ Private Capital and is providing the financing for the transaction. O’Melveny & Myers LLP acted as legal advisor to the Company and the selling stockholders in the transaction and Debevoise & Plimpton LLP acted as legal advisor to Teachers’ Private Capital.

About Doane Pet Care

Doane Pet Care Company, based in Brentwood, Tennessee, is the largest manufacturer of private label pet food and the second largest manufacturer of dry pet food overall in the United States. The Company sells to approximately 550 customers around the world and serves many of the top pet food retailers in the United States, Europe and Japan. The Company offers its customers a full range of pet food products for both dogs and cats, including dry, semi-moist, soft-dry, wet, treats and dog biscuits. For more information about the Company, including its SEC filings and past press releases, please visit However, nothing contained therein shall be deemed to be a part of this press release.

About Teachers’ Private Capital

Teachers’ Private Capital is the private investment arm of the C$88 billion Ontario Teachers’ Pension Plan, which invests on behalf of 255,000 active and retired teachers in Ontario, Canada. With more than C$7 billion in assets, Teachers’ Private Capital is one of North America’s largest private investors and is currently working with more than 100 companies and funds worldwide by providing long-term flexible financing.

Significant investments include Samsonite, Worldspan, Alliance Laundry Systems, Maple Leaf Sports & Entertainment (owners of the Toronto Raptors and Toronto Maple Leafs sports teams) and Yellow Pages Group. Teachers’ Private Capital specializes in providing private equity and mezzanine debt capital for large and mid-cap companies, venture capital for developing industries, and financing for a growing portfolio of infrastructure and timberland assets.

About BRS

BRS is a New York based private equity investment firm with approximately $1.2 billion under management. BRS was founded in 1995 and has since invested in over 20 companies in the following industries: restaurants, consumer goods, specialty retail, recreation/leisure, apparel, home furnishings, industrial and commercial services (including equipment rental), commercial equipment manufacturing, wholesale distribution and healthcare services. BRS makes leveraged buyout, recapitalization/restructuring and growth capital investments in companies with superior management, predictable cash flow, strong market share and growth potential. All management teams of BRS companies are equity investors in their businesses.


Paul Kaminski – Bruckmann, Rosser, Sherrill & Co., 212-521-3700