SUPERVALU & Unified Grocers Announce FTC’s Early Termination of Hart-Scott-Rodino Waiting Period for SUPERVALU’s Acquisit...
19 May 2017 - 8:45PM
Business Wire
SUPERVALU INC. (NYSE: SVU) and Unified Grocers, Inc. today
announced that the U.S. Federal Trade Commission has granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”),
with respect to SUPERVALU’s proposed acquisition of Unified
Grocers. The early termination of the waiting period under the HSR
Act satisfies a closing condition for the transaction. The
transaction is also subject to approval by Unified Grocers’
shareholders. Unified Grocers has set June 22, 2017 for its
shareholder meeting. The acquisition is currently expected to close
in late June, and remains subject to other customary closing
conditions.
RBC Capital Markets, LLC acted as SUPERVALU’s financial advisor
and Faegre Baker Daniels LLP and Cleary Gottlieb Steen &
Hamilton LLP acted as SUPERVALU’s legal counsel. Moelis &
Company LLC acted as financial advisor to Unified Grocers and
Sullivan & Cromwell LLP acted as Unified’s legal counsel.
About SUPERVALU INC.
SUPERVALU INC. is one of the largest grocery wholesalers and
retailers in the U.S. with annual sales of approximately $12
billion. SUPERVALU serves customers across the United States
through a network of 2,363 stores composed of 1,902 stores operated
by wholesale customers serviced primarily by the Company’s food
distribution business and 217 traditional retail grocery stores
operated under five retail banners in six geographic regions (store
counts as of February 25, 2017). Headquartered in Minnesota,
SUPERVALU has approximately 29,000 employees. For more information
about SUPERVALU visit www.supervalu.com.
About Unified Grocers
Founded in 1922, Unified Grocers is a retailer-owned wholesale
grocery distributor that supplies independent retailers throughout
the western United States. Unified and its subsidiaries offer
independent retailers all the resources they need to compete in the
supermarket industry. Headquartered in Commerce, California,
Unified Grocers has annual sales of approximately $3.8 billion and
serves its Members and customers through six distribution centers,
as well as Market Centre, a dedicated specialty, natural and ethnic
business. Unified owns approximately 3 million square feet of real
estate.
Additional Information and Where to
Find it
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Unified by SUPERVALU. In
connection with the merger, Unified has filed a definitive proxy
statement with the SEC on May 17, 2017, and will mail the
definitive proxy statement and a proxy card on or about May 19,
2017 to each shareholder entitled to vote at the special meeting of
shareholders relating to the merger to be held on June 22, 2017.
SHAREHOLDERS OF UNIFIED ARE URGED TO CAREFULLY READ THESE MATERIALS
IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS THAT UNIFIED WILL FILE WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. The proxy statement and other
relevant materials (when available), and any and all documents
filed by Unified with the SEC, may also be obtained for free at the
SEC’s website at www.sec.gov. In addition, shareholders may obtain
free copies of the documents filed with the SEC by Unified via the
Financial Information section of Unified’s website at
www.unifiedgrocers.com, by calling Unified toll-free at
800-242-9907 or by emailing Unified at
corp.sec@unifiedgrocers.com.
Participants in
Solicitation
SUPERVALU, Unified and their respective directors and officers
may be deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the merger agreement.
Information regarding Unified’s directors and executive officers is
contained in Unified’s definitive proxy statement filed with the
SEC on May 17, 2017. To the extent holdings of securities by such
directors or executive officers have changed since the amounts
printed in Unified’s definitive proxy statement, such changes have
been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding the
identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the
definitive proxy statement filed by Unified in connection with the
merger.
Forward Looking
Statements
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
Except for the historical and factual information, the matters
set forth in this news release and related conference call,
particularly those pertaining to the expected completion of the
merger (including the timing thereof), the ability to consummate
the merger and SUPERVALU’s expectations, guidance, or future
operating results (including expected synergies), and other
statements identified by words such as "estimates," "expects,"
"projects," "plans," "intends," "outlook" and similar expressions
are forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially,
including the ability to satisfy the remaining closing conditions
and close the proposed acquisition on a timely basis or at all. You
should not place undue reliance on these forward-looking
statements, which speak only as of the date of this news release.
Unless legally required, Unified and SUPERVALU undertake no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170519005100/en/
For SUPERVALU
Inquiries:Investors:Steve Bloomquist,
952-828-4144steve.j.bloomquist@supervalu.comorMedia:Jeff
Swanson, 952-903-1645jeffrey.s.swanson@supervalu.comorFor Unified Inquiries:Media:Paul
Dingsdale, 323-881-4150pdingsdale@unifiedgrocers.com
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