MINNEAPOLIS & COMMERCE, Calif.--(BUSINESS WIRE)--May 19, 2017--
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
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 email@example.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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170519005100/en/
Source: SUPERVALU INC.
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