Monterey Gourmet Foods Agrees to Be Acquired by Pulmuone for $2.70 per Share in Cash

SALINAS, CA, Oct 08 (MARKET WIRE) --
Monterey Gourmet Foods, Inc. (the "Company") (NASDAQ: PSTA), a
manufacturer and marketer of fresh, gourmet, refrigerated food products,
has entered into a definitive merger agreement with Pulmuone U.S.A., Inc.
("Pulmuone") to be acquired through a cash tender offer, followed by a
merger with and into a subsidiary of Pulmuone, for a price of $2.70 per
share in cash. The tender offer is scheduled to commence on or about
November 9, 2009, and to expire on the 20th business day from and
including the commencement date unless extended in accordance with the
terms of the merger agreement and applicable law. Pulmuone U.S.A., Inc. is
a U.S. subsidiary of Pulmuone Holdings Co., Ltd. which is a market leader
in the fresh/health foods category in Korea with annual sales of
approximately $1 billion.

The $2.70 per share price represents a premium of approximately 57.8% over
the weighted average price of the Company's common shares for the last 30
trading days. The transaction is valued at approximately $45.8 million.
Pulmuone and the Company anticipate the transaction can close by the end
of the fourth quarter of 2009.

The merger agreement provides for a wholly owned subsidiary of Pulmuone to
acquire the Company in a two-step transaction. The first step will consist
of a cash tender offer for all outstanding shares of Company common stock
at a purchase price of $2.70 per share in cash. In the second step, the
tender offer will be followed by a merger in which any remaining shares of
Company common stock will be converted into the right to receive the same
cash price per share paid in the tender offer, and the Company will cease
to be a public company.

The Company's Board of Directors has unanimously approved the merger
agreement and the transactions contemplated by the merger agreement, and
has resolved to recommend that the Company's stockholders tender their
shares in connection with the tender offer. The closing of the tender
offer is subject to certain customary conditions, including the tender of
at least a majority of the Company's outstanding shares. In addition, upon
closing of the tender offer and assuming the minimum condition is
satisfied, Pulmuone has been granted the option to purchase a number of
authorized but unissued shares from the Company that would enable Pulmuone
to hold one share more than 90% of the Company's outstanding common stock.

The merger agreement contains a "go-shop" provision whereby the Company's
Board of Directors, with the assistance of its financial advisor, has the
right to solicit acquisition proposals from third parties until November
7, 2009. There can be no assurance that the solicitation of proposals will
result in an alternative transaction. The Company does not intend to
disclose developments with respect to the solicitation process unless and
until its Board of Directors decides to accept an alternative proposal.
Within 5 business days after the end of the go-shop period, Pulmuone will
commence the tender offer referred to above.

William Blair & Company, L.L.C. is serving as financial advisor to the
Company and has delivered a fairness opinion to the Company's Board of
Directors in connection with the proposed transaction. Husch Blackwell
Sanders LLP and Shapiro, Buchman, Provine, LLP are serving as the
Company's legal advisors. Cappello Capital Corp. is serving as financial
advisor to Pulmuone. Skadden, Arps, Slate, Meagher & Flom LLP is serving
as Pulmuone's legal advisors.

Important Information About the Tender Offer

This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of the Company. The tender
offer described herein has not yet been commenced. At the time the tender
offer is commenced, Pulmuone intends to file a tender offer statement on a
Schedule TO containing an offer to purchase, a letter of transmittal and
other related documents with the Securities and Exchange Commission (the
"SEC"). At the time the tender offer is commenced, the Company intends to
file with the SEC a solicitation/recommendation statement on Schedule
14D-9 and, if required, will, file a proxy statement or information
statement with the SEC at a later date. Such documents will be mailed to
stockholders of record and will also be made available for distribution to
beneficial owners of common stock of the Company. The solicitation of
offers to buy common stock of the Company will only be made pursuant to
the offer to purchase, the letter of transmittal and related documents.
Stockholders are advised to read the offer to purchase and the letter of
transmittal, the solicitation/recommendation statement, the proxy
statement, the information statement and all related documents, if and
when such documents are filed and become available, as they will contain
important information about the tender offer and proposed merger.
Stockholders can obtain these documents when they are filed and become
available free of charge from the SEC's website at www.sec.gov, or from
the information agent Pulmuone selects. In addition, copies of the
solicitation/recommendation statement, the proxy statement and other
filings containing information about the Company, the tender offer and the
merger may be obtained, if and when available, without charge, by
directing a request to Monterey Gourmet Foods, Inc. Attention: Investor
Relations at 1528 Moffett Street, Salinas, California 93905, or on the
Company's corporate website at www.MontereyGourmetFoods.com.

About Monterey Gourmet Foods (NASDAQ: PSTA)

Monterey Gourmet Foods, Inc. manufactures USDA inspected, fresh gourmet
refrigerated food products at its integrated manufacturing facilities in
Salinas (Monterey County), CA; and Kent, WA. The Company has national
distribution of its products, which are sold under the brands Monterey
Pasta Company, CIBO Naturals, Emerald Valley Kitchen and Sonoma Cheese in
more than 11,000 retail and club stores throughout the United States and
selected regions of Canada, the Caribbean, Latin America, and Asia
Pacific. For more information about the Company, visit
www.MontereyGourmetFoods.com.

About Pulmuone Holdings Co., Ltd. and Pulmuone Wildwood Inc.

Pulmuone Holdings Co., Ltd., headquartered in Seoul, Korea, is a leading
food manufacturing and retail company that has developed and built the
fresh/health food market in Korea with products with short shelf lives.
Its major products include tofu, fresh noodles, bean sprouts and eggs.
With respect to tofu and bean sprouts, Pulmuone commands leading market
shares in Korea. Pulmuone Holdings Co., Ltd. was established in 1984 and
listed on the KOSPI in 1995, and was named as one of the 30 most respected
companies in Korea in 2008 for its contribution to the "right foods
movement" and management for sustainability. In 2004, Pulmuone U.S.A.,
Inc., headquartered in Fullerton, CA, acquired Wildwood Natural Foods,
Inc., a manufacturer of soy foods including tofu, tofu veggie burgers and
soy yogurt and successfully entered the American fresh foods market.
Pulmuone maintains strong manufacturing principles of using no chemicals,
no preservatives and no artificial additives.

Safe Harbor Statement

Certain statements contained in this press release about our expectations
of future events or results constitute forward-looking statements for
purposes of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. You can identify forward-looking
statements by terminology such as, "may," "should," "expects, " "plans,"
"anticipates," "believes," "estimates," "predicts," "potential,"
"continue," or the negative of these terms or other comparable
terminology. Such forward-looking statements are based on currently
available competitive, financial and economic data and management's views
and assumptions regarding future events. Such forward-looking statements
are inherently uncertain, and investors must recognize that actual
results may differ from those expressed or implied in the forward-looking
statements. In addition, certain factors could affect the outcome of the
matters described in this press release. These factors include, but are
not limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (2) the outcome of any legal proceedings that may be
instituted against us or others following the announcement of the merger
agreement, (3) the inability to complete the tender offer or the merger
due to the failure to satisfy other conditions, (4) risks that the
proposed transaction disrupts current plans and operations, and (5) the
costs, fees and expenses related to the transaction. The Company has
provided additional information regarding risks associated with the
business in the Company's Annual Report on Form 10-K for fiscal year 2008
as well as other filings with the SEC, available for viewing on the
Company's website at www.MontereyGourmetFoods.com and on the SEC's
website at www.sec.gov. You are urged to consider these factors carefully
in evaluating the forward-looking statements herein and are cautioned not
to place undue reliance on such forward-looking statements, which are
qualified in their entirety by this cautionary statement. These
statements are based on information as of the date of this press release
and the Company assumes no obligation to update any forward-looking
statements, whether as a result of new information, future events, or
otherwise.

Company Contact:
Monterey Gourmet Foods
Eric Eddings
Chief Executive Officer
Email Contact
(253) 867-0574

Scott Wheeler
Chief Financial Officer
Email Contact
(253) 867-0575

Investors/Media Contact:
Lippert/Heilshorn & Associates
Investors
Amy Gibbons/Jody Burfening
Email Contact
(212) 838-3777

Media
Adam Handelsman
Email Contact
(212) 838-3777

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