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Sept. 13, 1999

Dear Northland Grower:

Many of you have called and asked about the recent news about Northland Cranberries, Inc. and Ocean Spray. It is amazing what our media system can do with a few comments.

Recently Ocean Spray issued a press release announcing they had hired Bain & Co. to consider options including possible mergers. An Ocean Spray spokesman said that it's largest shareholder A.D. Makepeace, is advocating top consideration of a merger. The same spokesman said executives are working with an investment-banking firm that he declined to identify.

The Milwaukee Journal Sentinel called me to discuss my opinion of the press release and potential impacts on Northland  and asked if a Northland - Ocean Spray alliance was a possible option. I responded by saying that Northland might be interested and that it might make sense to sit down together and discuss merging the brands. I also told the reported that if Ocean Spray's  growers are looking for a one-time gain by auctioning off the brand to the highest bidder, Northland would have a tough time competing with people like Pepsi, Coke, Quaker, Cadbury etc. From my viewpoint, the Milwaukee Journal Sentinel accurately reported the story.

The Associated Press picked posted the story nationally; however the A.P. then issued a reduced version for broadcast on radio and television. That version effectively changed the story from Ocean Spray looking at alternatives to a Northland - Ocean Spray merger story. The version leads with "John Swendrowski, CEO of Northland is considering the acquisition of Ocean Spray." THAT IS NOT WHAT WAS SAID. Next, the AP reports that A.D. Makepeace advocates a merger with Northland. THIS IS NOT WHAT MAKEPEACE SAID.

It is unfortunate that the situation occurred in this manner. During the past few month we have investigated if Northland, as a small public company, could serve to provide some solutions to the industry's problems that would be in the best interests of all shareholders, growers, and employees of both Ocean Spray and Northland.

The results of our investigation lead us to believe that Northland's revenue size, position as an existing public company, and the fact that we are a grower may provide unique advantages that would warrant discussions between the companies.

The grower owners of Ocean Spray will ultimately decide the future of Ocean Spray because they will need to vote their shares on a major decision to merge or sell a majority of the assets. The cooperative has retained quality advisors to research the issues and provide their advice to the Ocean Spray Board for a recommendation to the grower shareholders.

The advisors have an extremely difficult task in their analysis because, unlike a public corporation, the shareholders in Ocean Spray depend on the cooperative to generate the majority or all of their personal income. Therefore, the process of evaluation will require more time than usual.

When a company that is not also a cooperative decides to maximize its value, the process is simple. Send out the data to all possible parties and solicit the highest bid through an auction process. In the case of Ocean Spray, you must remember that if the sale of the brand is the recommendation, the growers still own their cranberry producing properties.  Thus, the long-term issues of individual taxes, fruit contracts, influence over the growth of the business, long-term security for the employees of Ocean Spray and individual cranberry berry properties, estate planning, and the daily way of life  become issues not usually involved in this type of analysis by an advisor.

Diverse opinions will be gathered from Ocean Spray management, Board of Directors, large growers, small growers and Ocean Spray employees, Solutions that make everyone happy will be extremely difficult. We do not believe that we have all the answers. We do believe that we have ideas that merit discussion. We also believe that if we are all ready to sit down to explore potential structured that would benefit the industry, we could all possibly "win."

A combined entity with the Ocean Spray, Northland, Seneca, Nantucket Nectars, Tree Sweet, Awake brands would be a near $2,000,0000,000 exciting entity with significant earnings potential. It would be a powerhouse on the juice aisle with tremendous opportunities to grow through acquisitions or merger with other juice focused franchises worldwide. The combined cost saving synergies would provide significant increased earnings to divide between growers, shareholders, and employees. The public entity would have tremendous access to capital for growth not available to cooperatives.

I do not understand the discussions that a $1.4 billion sales company cannot compete in the marketplace and therefore must be acquired by a bigger player. I believe that, because of capital restraints, a $1.4 billion cooperative has difficulty competing and growing profitably. I also believe that a cranberry grower will be best served by a company that is cranberry focused, not a company that has a small part of its income from cranberry.

I don't believe Seagram's sold Tropicana because Tropicana was too small to compete in the juice business. They reportedly sold it to focus their energy and capital on their media business. The difference here is that when Seagram's sold Tropicana, they did not still own citrus groves. They were out of the juice business!

Many of you are asking what this means to you as a Northland Grower. Let me assure you that if anything develops, you will be an important part of any plan or it just will not happen. Our business will be run as if nothing will occur regarding a potential merger. Northland will continue to compete vigorously for our market share.

Do not be surprised if upcoming reports show an increase in Ocean Spray "sales". Based on reports filtering in from around the country, Ocean Spray is now giving away coupons for free 64-ounce bottles at checkouts. Since these coupons will "ring" up at full price in industry data, I would assume that the next industry report will indicate that Ocean Spray has increased its market share.

We happen to believe that your cranberries have value and we believe that people are willing to pay for your cranberries. Thus, we will not give away your fruit. We will market your fruit with a reasonable campaign that will utilize a blend of media, trades and consumer promotions. We continued to have a high confidence level that we can sell (not give away) all your fruit at the contract price and generate reasonable earnings for our shareholders.

We are constantly exploring several alternatives that will make Northland a better company for our shareholders, growers and employees alike. Sometimes it is absolutely amazing what can happen if people put aside past differences and plan for the future. We have done that many times in the past and are prepared to do it again.

Feel free to call with any questions and good luck with the harvest. We can use your fruit in our business plan.

Sincerely,

John Swendrowsi

Chairman and CEO

Northland Cranberries

 


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