Medical Nutrition USA, Inc. (Nasdaq: MDNU) today announced that it has entered into a definitive merger agreement with Danone North America, Inc. ("Danone"), under which Danone will acquire all the outstanding shares of MNI for $4.00 per share in cash, in a transaction valued at approximately $62.3 million.

Under the terms of the merger agreement, a wholly owned subsidiary of Danone will merge into MNI, with MNI as the surviving corporation, and each outstanding share of common stock of MNI (other than dissenting shares) will be converted into the right to receive $4.00 per share, in cash. This price represents a premium of 44% over the closing share price of MNI's common stock on June 10, 2010. The Board of Directors of MNI has unanimously approved the merger. In addition, holders of shares of MNI common stock constituting a majority of MNI's outstanding shares have executed and delivered to MNI written consents adopting the merger agreement, as a result of which the required stockholder approval of the merger has been obtained and no further action by MNI stockholders is required in connection with the transaction.

If you are a current shareholder and would like to discuss your options of exercising your rights as a shareholder, which include ensuring that the company is getting the highest possible price for the company, and that the board of directors will act in the best interest of the shareholders, please contact us.

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