
<PAGE>

     This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
only by the Offer to Purchase, dated January 28, 2000 and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, the Purchaser
(as defined below) may, in its discretion, take such action as it may deem
necessary to make the Offer in any jurisdiction and extend the Offer to holders
of Shares in such jurisdiction. In those jurisdictions where securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the Purchaser by Credit Suisse
First Boston Corporation ("Credit Suisse First Boston" or the "Dealer Manager")
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.

                     Notice of Offer to Purchase for Cash
                 All of the Outstanding Shares of Common Stock
                                      of
                              Balance Bar Company
                                      at
                             $19.40 Net Per Share
                                      by
                             BB Acquisition, Inc.
                         a wholly owned subsidiary of
                               Kraft Foods, Inc.

     BB Acquisition, Inc., a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Kraft Foods, Inc., a Delaware corporation ("Parent"), is
offering to purchase all of the outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of Balance Bar Company, a Delaware corporation
(the "Company"), at a price of $19.40 per Share, net to the seller in cash (less
any required withholding taxes), without interest thereon, on the terms and
subject to the conditions set forth in the Offer to Purchase, dated January 28,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Tendering shareholders who have Shares registered in their names and
who tender directly to American Stock Transfer & Trust Company (the
"Depositary") will not be charged brokerage fees or commissions or, subject to
Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of
Shares pursuant to the Offer. Shareholders who hold their Shares through a
broker or bank should consult such institution as to whether it charges any
service fees. Purchaser will pay all charges and expenses of the Dealer Manager,
the Depositary, and the D.F. King & Co., Inc., which is acting as the
information agent (the "Information Agent"), incurred in connection with the
Offer. Following the consummation of the Offer, the Purchaser intends to effect
the Merger described below.

     THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FEBRUARY 25, 2000, UNLESS THE OFFER IS EXTENDED.

     The Offer is conditioned upon, among other things, the satisfaction or
waiver of certain conditions, including (1) there being validly tendered in
accordance with the terms of the Offer and not withdrawn prior to the expiration
date of the Offer a number of Shares which, together with the Shares then owned
by Parent or the Purchaser, represents more than 50% of the Shares outstanding
(the "Minimum Condition") and (2) the expiration or termination of any waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. The Offer is also subject to the satisfaction of certain other
conditions. See Section 17 of the Offer to Purchase.

     The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of January 21, 2000 (the "Merger Agreement"), among Parent, the Purchaser and
the Company. The purpose of the Offer is for Parent, through the Purchaser, to
acquire a majority voting interest in the Company as the first step in a
business combination. The
<PAGE>

Merger Agreement provides that, among other things, the Purchaser will make the
Offer and that as promptly as practicable after the purchase of Shares pursuant
to the Offer and the satisfaction or waiver of the other conditions set forth in
the Merger Agreement and in accordance with relevant provisions of the General
Corporation Law of the State of Delaware (the "DGCL"), the Purchaser will be
merged with and into the Company, with the Company continuing as the surviving
corporation (the "Merger"). At the effective time of the Merger (the "Effective
Time"), each Share issued and outstanding immediately prior to the Effective
Time (other than Shares owned beneficially or of record by Parent or any
subsidiary of Parent or held in the treasury of the Company, all of which shall
be cancelled, and other than Shares which are held by shareholders, if any, who
properly exercise their appraisal rights under the DGCL) will be cancelled and
converted into the right to receive $19.40 in cash, or any higher price that is
paid in the Offer (less any required withholding taxes), without interest
thereon.

     Certain shareholders of the Company have entered into Support Agreements
pursuant to which such shareholders have agreed, among other things, to tender
pursuant to the Offer, and not to withdraw, all of their Shares, which together
represent approximately 55% of all outstanding Shares (approximately 51% on a
fully diluted basis). The Board of Directors of the Company has unanimously
approved the Merger Agreement, the Offer and the Merger and determined that the
Offer and the Merger are fair to and in the best interests of the Company and
its shareholders. The Board of Directors of the Company recommends that the
Company's shareholders tender their Shares pursuant to the Offer and approve and
adopt the Merger Agreement.

     For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for payment pursuant to
the Offer. In all cases, on the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price with the Depositary, which will act as agent for
tendering shareholders for the purpose of receiving payment from the Purchaser
and transmitting such payment to tendering shareholders. Under no circumstances
will interest on the purchase price of Shares be paid by the Purchaser because
of any delay in making any payment. Payment for Shares tendered and accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates for such Shares or timely confirmation of a book-
entry transfer of such Shares into the Depositary's account at the Book-Entry
Transfer Facility (as defined in the Offer to Purchase), pursuant to the
procedures set forth in the Offer to Purchase, (ii) a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof) with
all required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase), and (iii) any other
documents required by the Letter of Transmittal.

     If any of the conditions set forth in the Offer to Purchase that relate to
the Purchaser's obligations to purchase the Shares are not satisfied by 12:00
Midnight, New York City time, on February 25, 2000 (or any other time then set
as the Expiration Date), the Purchaser may, subject to the Merger Agreement as
described below, elect to, (i) extend the Offer and, subject to applicable
withdrawal rights, retain all tendered Shares until the expiration of the Offer,
as extended, (ii) subject to complying with applicable rules and regulations of
the Securities and Exchange Commission, accept for payment all Shares so
tendered and not extend the Offer, or (iii) terminate the Offer and not accept
for payment any Shares and return all tendered Shares to tendering shareholders.
The term "Expiration Date" means 12:00 Midnight, New York City time, on February
25, 2000, unless the Purchaser shall have extended the period of time for which
the Offer is open, in which event the term "Expiration Date" shall mean the
latest time and date at which the Offer, as so extended by the Purchaser shall
expire. The Purchaser does not expect to make a subsequent offering period
available following the Expiration Date pursuant to Rule 14d-11 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), although it
reserves the right to do so in its sole discretion.

     Subject to the terms and conditions set forth in the Offer to Purchase and
the Merger Agreement and the applicable rules and regulations of the Securities
and Exchange Commission, the Purchaser reserves the right (but will not be
obligated), at any time or from time to time in its sole discretion, (i) to
extend the period during which the Offer is open or (ii) to amend the Offer in
any other respect by giving oral or written notice of such extension or
amendment to the Depositary and by making a public announcement of such
extension or amendment. Except to the extent required by the Merger Agreement,
there can be no assurance that the Purchaser will exercise its right to extend
or amend the Offer. Any extension of the period during which the Offer is open
and will be followed, as promptly as practicable, by public announcement
thereof, such announcement to be issued not later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
During any such extension, all Shares previously tendered and not withdrawn will
remain subject to the Offer, subject to the rights of a tendering shareholder to
withdraw such shareholder's Shares.

     Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date and, unless theretofore accepted for payment pursuant to the
Offer, also may be withdrawn at any time after Monday, March 27, 2000. Except as
otherwise provided in Section 4 of the Offer to Purchase, tenders of Shares made
pursuant to the Offer are irrevocable. For a withdrawal of Shares tendered
pursuant to the Offer to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase. Any notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name in which the
certificates representing such shares are registered if different from that of
the person who tendered the Shares. If certificates for Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such certificates
have been tendered by an Eligible Institution (as defined in the Offer to
Purchase), the signature on the
<PAGE>

notice of withdrawal must be guaranteed by an Eligible Institution. If Shares
have been tendered pursuant to the procedures for book-entry transfer as set
forth in the Offer to Purchase, any notice of withdrawal must also specify the
name and number of the account of the Book-Entry Transfer Facility to be
credited with the withdrawn Shares. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by the
Purchaser, in its sole discretion, and its determination will be final and
binding on all parties.

     The receipt of cash in exchange for Shares pursuant to the Offer (or the
Merger) will be a taxable transaction for U.S. federal income tax purposes and
may also be a taxable transaction under applicable state, local or foreign tax
laws. Generally, a shareholder who receives cash in exchange for Shares pursuant
to the Offer (or the Merger) will recognize gain or loss for U.S. federal income
tax purposes equal to the difference between the amount of cash received and
such shareholder's adjusted tax basis in the Shares exchanged therefor. Provided
that such Shares constitute capital assets in the hands of the shareholder, such
gain or loss will be capital gain or loss and will be long-term capital gain or
loss if the holder has held the Shares for more than one year at the time of
sale. The maximum U.S. federal income tax rate applicable to individual
taxpayers on long-term capital gain is 20%, and the deductibility of capital
losses is subject to limitations. All shareholders should consult with their own
tax advisors as to the particular tax consequences of the Offer and the Merger
to them, including the applicability and effect of the alternative minimum tax
and any state, local or foreign income and other tax laws and of changes in such
tax laws. For a more complete description of certain U.S. federal income tax
consequences of the Offer and the Merger, see Section 5 of the Offer to
Purchase.

The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Exchange Act, is contained in the
Offer to Purchase and is incorporated herein by reference.


     The Company has provided to the Purchaser its list of shareholders and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
mailed to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.

     The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.

     Questions and requests for assistance and copies of the Offer to Purchase,
the Letter of Transmittal and all other tender offer materials may be directed
to the Information Agent or the Dealer Manager at their respectable addresses
and telephone numbers set forth below, and will be furnished promptly at the
Purchaser's expense. The Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Dealer Manager and the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.

                    The Information Agent for the Offer is:
                             D.F. King & Co., Inc.
                          77 Water Street, 20th Floor
                           New York, New York 10005

                Banks and Brokers Call Collect: (212) 269-5550
                   All Others Call Toll Free: (800) 549-6650

                     The Dealer Manager for the Offer is:
                                 Credit Suisse
                                 First Boston

                             Eleven Madison Avenue
                         New York, New York 10010-3629
                        Call Toll Free: (800) 646-4543

                               January 28, 2000
