Landec Corporation reports sale of its specialty chemicals company

Menlo Park, California
October 25, 2002

Landec Corporation (Nasdaq: LNDC), a developer and marketer of technology-based polymer products for food, agricultural and licensed partner applications, today announced it has sold its specialty chemicals company, Dock Resins Corporation, to The Lubrizol Corporation (NYSE: LZ). The investment banking firm Grace Matthews, Inc. advised Landec on the transaction.

Landec will receive approximately $14 million in gross proceeds from the sale of Dock Resins. The final purchase price will be adjusted based on Dock Resins' final closing balance sheet. Proceeds from the sales will be used to pay off Dock Resins debt of approximately $4.0 million and to pay for selling related expenses of approximately $1.0 million. The remaining proceeds will be used to reduce Landec's debt and to fund future operating needs. The sale will result in additional losses from discontinued operations in fiscal year 2002 of approximately $1.7 million.

"Dock Resins has played a key role in developing plant processes to manufacture Landec's Intelimer(R) polymers in commercial quantities," stated David Taft, Landec's Chief Operating Officer. "With Dock Resins strength in coatings, inks, adhesives and other acrylic polymer applications, Lubrizol is gaining a strong platform in resins that should extend their significant coatings and ink additives businesses. In addition, Landec and Lubrizol will be exploring possible applications for Landec's core Intelimer polymer technology which were not included in the Dock Resins transaction."

Under the terms of the agreement, insurance claims of approximately $9 million from the February 2000 fire that severely damaged Dock Resins' laboratory and office building have been assigned to Landec. The estimated timeframe to settle these claims and the ultimate amount, if any, that Landec may receive cannot be determined at this time.

Also under the terms of the agreement, Landec entered into a three-year supply agreement with Dock Resins for the manufacture of specific polymer products that are sold by Landec or used in other Landec operations.

"The sale of Dock Resins concludes a year long process of significantly improving our balance sheet by selling non-strategic assets and generating cash flow from operations to pay down debt," stated Gary Steele, President and Chief Executive Officer of Landec. "We began the year with $17.8 million of term debt and we estimate by year end our term debt will have been reduced by over 55% to approximately $7.5 million. Strengthening our balance sheet by reducing long-term debt is a key component of our strategic focus on growing our technology-based food and agricultural businesses."

The Lubrizol Corporation is a global fluid technology company concentrating on high-performance chemicals, systems and services for industry and transportation.

Landec Corporation designs, develops, manufactures and sells temperature-activated and other specialty polymer products for a variety of food, agricultural and licensed partner applications. The Company's temperature-activated polymer products are based on its proprietary Intelimer polymers which differ from other polymers in that they can be customized to abruptly change their physical characteristics when heated or cooled through a pre-set temperature switch. 

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