Michael Foods, Inc. announced today that its parent, M-Foods Holdings, Inc., has signed a definitive agreement under which its owners, affiliates of Thomas H. Lee Partners, L.P. and certain current and former members of management, will sell Michael Foods to affiliates of GS Capital Partners.

The transaction, which is expected to close in the next two months and is subject to customary closing conditions, values Michael Foods at approximately $1.7 billion.

Michael Foods is a multinational producer and distributor of food products to the foodservice, retail and food ingredient markets. Its principal products are specialty egg products, refrigerated potato products, cheese and other dairy-case products. THL, which acquired Michael Foods in 2003, will retain an ownership stake of approximately 20% as part of the transaction.

In addition to Mr. Dwyer, the CEO, Michael Foods' senior management team includes Mark Westphal, Chief Financial Officer and Senior Vice President; Thomas Jagiela, Senior Vice President – Operations and Supply Chain; and Carolyn V. Wolski, Vice President and General Counsel, all of whom will remain with the Company.