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Utz Quality Foods, Inc. of Hanover, PA and Golden Enterprises, Inc. Announce That They Entered Into a Definitive Merger Agreement

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BIRMINGHAM, Ala. & HANOVER, Pa.--(BUSINESS WIRE)--

Golden Enterprises, Inc. (the "Company") (NASDAQ: GLDC) and Utz Quality Foods, Inc. of Hanover, PA ("Utz") announced that they entered into a definitive merger agreement on July 18, 2016, pursuant to which Utz will acquire the Company and Company stockholders will receive $12.00 per share in cash. This price represents a premium of approximately 71 percent over the Company's 30-day average closing trading price of $7.00.

This Smart News Release features multimedia. View the full release here: http://www.businesswire.com/news/home/20160719006267/en/

"After conducting a review of strategic alternatives by a Special Committee consisting of independent members of the Company's Board of Directors, we believe that this is an excellent transaction for our stockholders, our customers and our employees," said Mark McCutcheon, Chief Executive Officer of the Company. "This merger will allow the Golden Flake brand to continue to grow in our core southeastern markets, while expanding the product selections for our consumers. Utz is a very community oriented company and we look forward to the future that Utz and Golden Flake will create together."

Utz Quality Foods, Inc. is a privately held snack food company, founded in 1921 by William and Salie Utz. They began making potato chips out of their home in Hanover, in much the same way Frank Mosher, Mose Lischkoff and Helen Freidman began Golden Flake in 1923. The Bashinsky family began their snack food legacy when they purchased the business in 1946. During their tenure the Company grew from a small local operation to the multi-state corporation it is today.

"We are excited about the opportunity to partner with Golden Flake," said Dylan Lissette, Chief Executive Officer of Utz. "The two companies are very similar both in mission and values, and each has a team of dedicated associates. Golden Flake's product line, market coverage, and manufacturing facilities blend well with Utz's desire to expand and grow our markets in the south." Both management teams recognize the value of the "plus one strength" gained from the synergies of each company. The Golden Flake product lines and production capabilities will complement the Utz product portfolio, which include Utz, Zapps, "Dirty", Bachman, Wachusett, Snikiddy and Good Health.

"Our company has viewed Golden Flake as a leader in the industry. Their culture, quality line of products, and dedicated people, through the vision and leadership that Mr. Bashinsky established, is a wonderful fit within our company," said Mr. Lissette. Golden Flake will operate as a separate subsidiary under the leadership of its current management team and continue to be an important part of Birmingham as "The South's Original Potato Chip!"

Subject to antitrust approval and satisfaction of other customary closing conditions, the transaction is expected to close in the fourth quarter of 2016. Following the execution of the merger agreement, stockholders representing a majority of the voting shares of Golden Enterprises delivered a written consent approving and adopting the merger agreement. The merger agreement includes a three-day period during which the Company's Board can consider an unsolicited alternative proposal that it concludes in good faith (after consultation with outside legal counsel and the financial advisor) is more favorable from a financial point of view to the stockholders of the Company than the transaction contemplated by the merger agreement.

North Point Advisors, LLC acted as financial advisor to the Special Committee of the Board of Directors of Golden Enterprises. Sirote & Permutt, PC acted as counsel to the Special Committee of the Board of Directors of Golden Enterprises. Sandler O'Neill acted as financial advisor to Utz. Cozen O'Connor acted as legal counsel to Utz.

NOTE: This press release contains forward-looking statements. Readers are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual events or our actual results to differ materially from those expressed in any such forward-looking statements. Such forward-looking statements include the possible benefits of the proposed Golden Enterprises acquisition to the Utz business. Readers are directed to Golden Enterprises' periodic and other reports filed with the Securities and Exchange Commission (SEC) for a description of such risks and uncertainties. Neither Golden Enterprises nor Utz undertakes any obligation to update any forward-looking statements.

About Utz® Quality Foods, Inc.

Utz® Quality Foods Inc., a privately-owned and family managed company founded in 1921 and based in Hanover, PA manufacturers and markets snack foods throughout the United States and internationally. The company produces a full line of snack products including potato chips, pretzels, cheese snacks, tortillas, veggie snacks, popcorn and more. Utz® has six manufacturing facilities in Pennsylvania (Hanover (4), Wilkes-Barre (1) and Lititz (1)) with additional facilities in Colorado, Louisiana and Massachusetts. Utz® Quality Foods, Inc. products are distributed nationally through grocery, mass-merchant, club stores, convenience stores, drug stores and other channels under the Utz®, Zapp's®, Dirty® Potato Chips, Good Health®, Bachman®, Bachman Jax®, Wachusett®, Snikiddy® and other brands. For information about Utz® or its products, please visit www.utzsnacks.com or call 1-800-FOR-SNAX.

About Golden Flake Snack Foods, Inc.

Golden Flake Snack Foods, Inc., is a wholly owned subsidiary of Golden Enterprises, Inc. (GLDC), founded in 1923 and is headquartered in Birmingham, AL, "The South's Original Potato Chip!" ®. Golden Flake Snack Foods, produces, markets, and distributes snack products in the United States. The company has two manufacturing facilities one in Birmingham, AL and the other in Ocala, FL. The company offers salted snack items, such as potato chips, tortilla chips, corn chips, fried pork skins, baked and fried cheese curls, onion rings, and puff corn snacks. It also sells canned and jar dips, pretzels, peanut butter crackers, cheese crackers, dried meat products, and nuts packaged by other manufacturers using the Golden Flake label. The company distributes its products to various grocery store chains, discount stores, convenience stores, restaurants, and other outlets. It sells its products through its own sales organization and independent distributors to commercial establishments that sell food products in Alabama, Tennessee, Georgia, Mississippi, Louisiana, Kentucky, and South Carolina, as well as parts of Florida, North Carolina, Arkansas, Missouri, Oklahoma, Virginia, Indiana, and Texas. The company was formerly known as Golden Flake, Inc. and changed its name to Golden Enterprises, Inc. in January 1977. For more information about Golden Flake or its products, visit us www.goldenflake.com

Utz Quality Foods, Inc.
Public Relations
George Neiderer, VP Human Resources
717-637-1759
gneiderer@utzsnacks.com
or
Utz Quality Foods, Inc.
Public Relations
Kevin J. Brick, SVP Marketing
717-637-1759
kbrick@utzsnacks.com
or
Golden Enterprises, Inc.
Mark McCutcheon, CEO, President
205-323-6161
mmccutcheon@goldenflake.com

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