RNS Number:7998M
Nestle SA
26 June 2003





                  Nestle:  FTC Approval Clears Strategic Move
                         In the U.S. Ice Cream Business



*        Federal Trade Commission clears combination of Nestle U.S. ice cream
         business with Dreyer's

*        Nestle to hold 67 percent of combined company

*        Highly experienced and proven management team to run the new entity



Peter Brabeck, CEO of Nestle, stated: "This innovative transaction completes the
major moves made by Nestle to grow and improve our ice cream business worldwide
and to become a co-leader in this promising sector. After acquiring
Haagen-Dazs, Scholler and Movenpick, we have now realized our objective of
becoming the leading player in the U.S.A., the world's largest ice cream market
with the highest per capita consumption rate. The transaction concludes the
acquisition phase in the ice cream sector and we will now devote our full
attention to bringing this business in line with our growth and margin
expectations."



Vevey, 26 June 2003  -  Nestle S.A. today announced that the Federal Trade
Commission has cleared the transaction that combines the Nestle Ice Cream
Company (NICC) and Dreyer's Grand Ice Cream Inc. (Oakland, California). Dreyer's
is acquiring Nestle's U.S. frozen dessert business in exchange for 55 million
shares of Class B Common Stock of Dreyer's Grand Ice Cream Holdings, Inc., a
newly formed public holding company. The transaction is expected to close in the
next day or two. After its completion, Nestle will own approximately 67 percent
of the fully diluted equity of Dreyer's Holdings. Dreyer's Holdings Class A
Callable Puttable Common Stock will be traded on NASDAQ national market under
Dreyer's existing "DRYR" symbol.


The consent agreement with the FTC stipulates that Dreyer's sells its Dreamery
and Whole Fruit Sorbet brands as well as assigns its license to the Godiva brand
to Integrated Brands, Inc., a subsidiary of CoolBrands International. Nestle Ice
Cream Company will sell most of its distribution operations in the U.S. to
CoolBrands. Dreyer's and Masterfoods U.S.A. (formerly M&M/Mars) are terminating
their ice cream joint venture by the end of 2003, and Unilever has the right to
terminate its Ben&Jerry's distribution relationship with Dreyer's at the end of
the year.


Dreyer's is the largest manufacturer and distributor of ice cream and frozen
dessert products in the United States. The company sells ice cream under the
Dreyer's brand name in 14 west-ern states in the United States and parts of Asia
and under the Edy's brand name elsewhere in the United States. Sales in 2002
were USD 1346 million while EBITDA was USD 99.4 mil-lion. In addition to
manufacturing its own brands, Dreyer's has a unique comprehensive Direct Store
Delivery ("DSD") system that it uses to distribute its own products, as well as
those of other partners.


It is expected that combining the two operations will produce significant
operating efficiencies through consolidation of manufacturing plants, marketing
and administration, as well as sales and distribution. Savings identified to
date should reach USD 170 million annually and Nestle expects that these will be
fully achieved in 2005. The new company will be headquartered at Dreyer's
current offices in Oakland, California. T. Gary Rogers, Dreyer's Chairman and
CEO, will lead the new company. Under the terms of the agreement, Nestle will
have the right to nominate 50 percent of the members of the Board of Directors
of the new company.


Mr. Peter Brabeck-Letmathe, CEO of Nestle, said: "Combining our U.S. ice cream
business with Dreyer's provides us immediately with a majority equity stake of
the combined entity at zero incremental cash cost to Nestle. In 2006, the
Dreyer's minority shareholders will be allowed to put their stock to Dreyer's at
an attractive price. This structure allows Nestle to retain the out-standing
management team of Dreyer's and to quickly realize the significant operational
syn-ergies. In just over ten years, Nestle has progressed from a small player to
a global co-leader in an exciting and growing business."


Mr. T. Gary Rogers, Chairman and CEO of Dreyer's, added: "For 75 years, Dreyer's
Grand Ice Cream has been creating and delivering some of the country's most
outstanding ice creams. Our combination with Nestle's U.S. ice cream business
builds on this tradition by bringing together the most knowledgeable and
creative ice cream experts in the business."










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