Valassis Signs Deal with Winn-Dixie for In-Store Marketing, Makes Offer for Senior Notes

LIVONIA, MI/JACKSONVILLE, FL—May 13, 2010—Valassis (NYSE: VCI), one of the nation's leading media and marketing services companies, and Winn-Dixie (NASDAQ: WINN) announced today an arrangement to develop and execute in-store marketing and media programs, effective May 1, 2010. The new arrangement will maximize efficiencies across the Winn-Dixie network of stores and ultimately create a shopping environment that directly meets consumers' needs.

“Our mission is to earn trust and loyalty every day,” said Mary Kellmanson, Winn-Dixie Group Vice President, Marketing. “We're proud to have built our reputation on not only delivering a quality product, but on constantly striving to find new ways to improve that quality as well. I am confident that this partnership is another step in helping us to achieve that mission and create a consistent look for our in-store marketing and media programs.”

"We are extremely excited to enter into a relationship with a true leader in the grocery retailing industry, a company that is widely recognized for its innovation and expertise," said Michael Kowalczyk, Valassis Vice President and General Manager of In-Store Marketing. "Valassis’ In-Store Marketing programs are strategically in-line with Winn-Dixie's corporate goals and objectives, and will deliver value to their customers and the CPG community at large. This relationship exemplifies our commitment to providing a suite of in-store marketing strategies that are based on offering consumers real value, especially in these trying economic times."

In other news, the company announced that it has commenced a cash tender offer to purchase up to $270 million aggregate principal amount of its outstanding 8-1/4% Senior Notes due 2015 at a purchase price equal to $1,070 per $1,000 principal amount of Notes purchased, plus accrued and unpaid interest to, but not including, the settlement date. The complete terms and conditions of the offer are set forth in the "Offer to Purchase" dated May 12, 2010, and the related letter of transmittal.

About Valassis 

Valassis is one of the nation's leading media and marketing services companies, offering unparalleled reach and scale to more than 15,000 advertisers. Its RedPlum™ media portfolio delivers value on a weekly basis to over 100 million shoppers across a multi-media platform – in-home, in-store and in-motion. Through its digital offerings, including redplum.com, consumers can find compelling national and local deals. Headquartered in Livonia, MI, with approximately 7,000 associates in 28 states and eight countries, Valassis is widely recognized for its associate and corporate citizenship programs, including its America 's Looking for Its Missing Children® program. Valassis companies include Valassis Direct Mail, Inc., Valassis Canada , Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. For more information, visit www.valassis.com or www.redplum.com. To learn about advertising opportunities with RedPlum, please call 1-800-437-0479.

About Winn-Dixie 

Winn-Dixie Stores, Inc. is one of the nation's largest food retailers. Founded in 1925, the Company is headquartered in Jacksonville, FL. The Company currently operates 515 retail grocery locations, including more than 400 in-store pharmacies, in Florida, Alabama, Louisiana, Georgia and Mississippi. For more information, please visit winndixie.com.