Lifecore Biomedical Agrees to Be Acquired by Warburg Pincus for $17.00 Per Share...

Lifecore Biomedical Agrees to Be Acquired by Warburg Pincus for $17.00 Per Share in Cash

CHASKA, Minn.--(Business Wire)--LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM) announced today that it
has entered into a definitive agreement with affiliates of Warburg
Pincus, the global private equity firm, to be acquired through a
tender offer, followed by a merger, for a price of $17.00 per share in
cash. The transaction, valued at approximately $239 million, is
subject to the valid tender of a majority of Lifecore Biomedical's
fully diluted common shares, regulatory approvals and other customary
conditions, but is not subject to any financing condition.

The $17.00 per share price represents a premium of approximately
30% over the volume weighted average price of Lifecore Biomedical's
shares for the last 30 trading days. Lifecore Biomedical expects the
transaction to close by the end of the first quarter of 2008.

Lifecore Biomedical's Board of Directors has unanimously approved
the definitive agreement and has resolved to recommend that Lifecore
Biomedical's shareholders tender their shares in connection with the
tender offer contemplated by the definitive agreement.

"In addition to our shareholders, who we believe will receive fair
value for their Lifecore shares, we believe that this transaction with
Warburg Pincus is positive for our employees and our customers," said
Dennis J. Allingham, President and CEO of Lifecore Biomedical. "The
transaction will allow us to continue to provide exceptional products
to our customers. As a private company, Lifecore will have greater
flexibility to focus on its long-term strategic direction. Warburg
Pincus and its affiliates have confidence in Lifecore's future and
will support achieving our long-term goals."

Lifecore Biomedical intends to solicit superior proposals from
third parties during the next 30 calendar days, as permitted by, and
subject to, the terms of the definitive agreement. There can be no
assurance that the solicitation of superior proposals will result in
an alternative transaction. Lifecore does not intend to disclose
developments with respect to this solicitation process unless and
until its Board of Directors has made a decision regarding any
alternative proposals.

Piper Jaffray & Co. is acting as financial advisor and Dorsey &
Whitney LLP is acting as legal counsel to Lifecore. Willkie Farr &
Gallagher LLP is acting as legal advisor to Warburg Pincus.

About Lifecore Biomedical

Lifecore Biomedical, in business over 40 years, develops,
manufactures and markets biomaterials and medical devices for use in
various surgical markets through two divisions, the Dental Division
and the Hyaluronan Division. The Dental Division conducts its dental
surgery business through direct sales and marketing in the United
States, France, Germany, Italy and Sweden and through distributors in
49 other countries. The Hyaluronan Division conducts its business
through OEM and contract manufacturing alliances in the ophthalmic,
orthopedic and veterinary surgical fields. News and general
information are available through the Company's website at
www.lifecore.com.

About Warburg Pincus

Warburg Pincus has been a leading private equity investor since
1971. The firm currently has approximately $20 billion of assets under
management with an additional $10 billion available for investment.
Since inception, Warburg Pincus has invested $29 billion in 585
companies in 30 countries and across a range of sectors, including
healthcare, consumer and retail, industrial, financial services,
energy, real estate and technology, media and telecommunications. The
firm has invested $6.2 billion in healthcare-related companies around
the world, including approximately $2.7 billion in medical devices.
Notable medical device investments include: American Medical Systems
(Nasdaq:AMMD), Bausch & Lomb, ev3 (Nasdaq:EVVV), Kyphon (acquired by
Medtronic in 2007), Tornier, and Wright Medical Group (Nasdaq:WMGI).
Warburg Pincus has offices in Beijing, Frankfurt, Hong Kong, London,
San Francisco, Mumbai, New York, Shanghai, and Tokyo. For more
information please visit www.warburgpincus.com.

Conference Call

Lifecore Biomedical will host a conference call today at 7:00 a.m.
Central Time to discuss the transaction and fiscal 2008 second quarter
results. Investors interested in participating in the live call can
dial (800) 896-8445 from the U.S. International callers can dial (785)
830-1916. A telephone replay will be available approximately two hours
after the call concludes and will be available through Tuesday,
January 22, 2008, by dialing (888) 203-1112 from the U.S., or (719)
457-0820 for international callers and entering confirmation code
2333334.

There also will be a simultaneous webcast available on the
Investor Relations section of the Company's web site at
www.lifecore.com. For those unable to participate during the live
broadcast, the webcast will be archived for 30 days. The webcast is
also being distributed over THOMSON/CCBN's Investor Distribution
Network. Individual investors can listen to the call through
THOMSON/CCBN's individual investor center at www.earnings.com
Institutional investors can access the call via StreetEvents
www.streetevents.com.

The conference call may include forward-looking statements. See
the cautionary information about such statements in the "Forward
Looking Statements" section below.

Forward Looking Statements

This news release contains, among other things, certain statements
of a forward-looking nature. Such statements include all statements
other than those made solely with respect to historical fact. Numerous
risks, uncertainties and other factors may cause actual results to
differ materially from those expressed in any forward-looking
statement. These factors include, but are not limited to, (1) the
occurrence of any event, change or other circumstance that could give
rise to the termination of the definitive agreement; (2) the outcome
of any legal proceedings that may be instituted against the Company
and others following the announcement of the transaction; (3) the
inability to complete the transaction due to the failure to satisfy
the conditions thereto; (4) the proposed transaction may disrupt
current plans and operations and the potential difficulties in
employee retention as a result of the announcement of the transaction;
and (5) other factors described in the Company's filings with the
Securities and Exchange Commission, including its reports on Forms
10-K, 10-Q, and 8-K. Many of the factors that will determine the
outcome of the subject matter of this communication are beyond the
Company's ability to control or predict. The Company undertakes no
obligation to revise or update any forward-looking statements, or to
make any other forward-looking statements, whether as a result of new
information, future results or otherwise.

Important Notice

This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any of
Lifecore's common shares. The tender offer described herein has not
yet been commenced. On the commencement date of the tender offer, an
offer to purchase, a letter of transmittal and related documents will
be filed with the Securities and Exchange Commission, will be mailed
to shareholders of record and will also be made available for
distribution to beneficial owners of common shares. The solicitation
of offers to buy Lifecore common shares will only be made pursuant to
the offer to purchase, the letter of transmittal and related
documents. When they are available, shareholders should read those
materials carefully because they will contain important information,
including the various terms of, and conditions to, the tender offer.
When they are available, shareholders will be able to obtain the offer
to purchase, the letter of transmittal and related documents without
charge from the Securities and Exchange Commission's Website at
www.sec.gov or from the information agent that we select. Shareholders
are urged to read carefully those materials when they become available
prior to making any decisions with respect to the tender offer.

Lifecore will file a solicitation/recommendation statement with
the SEC in connection with the tender offer, and, if required, will
file a proxy statement or information statement with the SEC in
connection with the second-step merger. Shareholders are strongly
advised to read these documents if and when they become available
because they will contain important information about the tender offer
and the proposed merger. Shareholders would be able to obtain a free
copy of the solicitation/recommendation statement and the proxy
statement or information statement as well as other filings containing
information about Lifecore, the tender offer and the merger, if and
when available, without charge, at the SEC's Internet site
www.sec.gov. In addition, copies of the solicitation/recommendation
statement, the proxy statement or information statement and other
filings containing information about Lifecore, the tender offer and
the merger may be obtained, if and when available, without charge, by
directing a request to Lifecore, Attention: Dennis J. Allingham,
President and Chief Executive Officer, 3515 Lyman Boulevard, Chaska,
Minnesota 55318, by phone at 952.368.4300, or on Lifecore's Internet
site at www.lifecore.com.

Lifecore Biomedical, Inc.
Dennis J. Allingham, 952-368-4300
President and CEO

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