MINNEAPOLIS--(BUSINESS WIRE)--Mar. 22, 2018--
SUPERVALU INC. (NYSE:SVU) today confirmed that Blackwells Capital
(“Blackwells”) has provided a notice of its intention to nominate six
director candidates to stand for election to the Board of Directors at
the Company’s 2018 Annual Meeting of Stockholders. The date of the
Company’s 2018 Annual Meeting has not yet been announced.
The Company notes that Blackwells publicly and privately announced its
intent to nominate three director candidates to the SUPERVALU Board last
month. However, Blackwells has now proposed to replace six of nine Board
members. Such an attempt effectively seeks control of the Company,
without paying a premium to all stockholders, and clearly seeks
representation that is highly disproportionate to Blackwells’ stake,
which is approximately 2% of SUPERVALU shares when excluding
out-of-the-money options held by Blackwells.
The SUPERVALU Board of Directors issued the following statement:
SUPERVALU’s Transformation is Well Underway and
Over the last two years, SUPERVALU has been rapidly and strategically
transforming its business to be the grocery supplier of choice for
retailers throughout the United States. The Board and management team
are committed to delivering value for all stockholders, have been and
continue to proactively develop and pursue opportunities to create
stockholder value, and remain open-minded regarding ideas that enhance
The execution of our Wholesale strategy is showing results, as we have
added more than $5 billion in run rate sales in the last two years to
bring our Wholesale business to nearly $13 billion, or approximately 75%
of the Company’s total annual sales. We have appointed new leadership in
Wholesale to drive operational improvements and ensure smooth
integrations of two key acquisitions. We have also appointed new
leadership in Retail to make fundamental changes to this business and
better align initiatives with our Wholesale operations.
Further, our Board and management team have been strong stewards of the
Company’s capital and assets. With the sale of Save-A-Lot for
approximately $1.3 billion at the end of 2016, we immediately improved
our balance sheet and created the flexibility needed to execute our
transformation strategy. We have continued to move forward with our
strategy, which was publicly announced prior to Blackwells’ involvement
in the Company, and have significantly grown our Wholesale business, are
working to monetize select real estate assets through sale leaseback
transactions, and continue to pursue the optimization of our Retail
portfolio. In fact, earlier this month, we signed definitive agreements
to sell 21 of our 38 Farm Fresh Food & Pharmacy stores, demonstrating
continued traction in the execution of our strategy.
SUPERVALU Benefits from a Strong and
The Board has made refreshment a priority in recent years, with two of
our nine highly qualified directors having joined the Board in the past
two years, and six of our nine directors having served on the Board for
less than five years. The Board is composed of proven leaders with
diverse experience spanning the wholesale, retail, finance, accounting
and food industries. With a mix of new and tenured directors overseeing
the Company’s ongoing transformation, our directors collectively bring
the skills, expertise and knowledge of SUPERVALU and our industry needed
to oversee execution of the Company’s operational and strategic plans.
SUPERVALU Has Attempted to Work Constructively
The Board and management team already have SUPERVALU’s transformation
strategy well underway, and do not believe the changes to the Board
proposed by Blackwells are necessary to ensure the continued execution
of the Company’s initiatives to create stockholder value.
As previously disclosed, members of our Board and management team have
had several discussions and meetings with representatives of Blackwells
over the last several months to discuss overlapping objectives and
attempt to reach a constructive path forward. Nonetheless, Blackwells
has chosen to respond with a public campaign and an attempt to take
effective control of the Company.
However, and as previously announced, we are committed to Board
refreshment and will consider Blackwells’ candidates as we would any
other potential directors to assess their ability to add value to the
Board and the Company for the benefit of all stockholders.
The Board’s Corporate Governance and Nominating Committee will present
its formal recommendation regarding director nominations in the
Company's definitive proxy materials, which will be filed with the
Securities and Exchange Commission in due course. SUPERVALU stockholders
are not required to take any action at this time.
About SUPERVALU INC.
(The following information does not include Associated Grocers of
Florida which became part of SUPERVALU on December 8, 2017)
SUPERVALU INC. is one of the largest grocery wholesalers and retailers
in the U.S. with annual sales of approximately $16 billion. SUPERVALU
serves customers across the United States through a network of 3,324
stores composed of 3,111 wholesale primary stores operated by customers
serviced by SUPERVALU's food distribution business and 213 traditional
retail grocery stores operated under five retail banners in six
geographic regions (store counts as of December 2, 2017). Headquartered
in Minnesota, SUPERVALU has approximately 31,000 employees. For more
information about SUPERVALU visit www.supervalu.com.
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, particularly those pertaining to SUPERVALU’s
efforts and initiatives to transform its business and assets and
SUPERVALU’s expectations regarding the potential impact of those efforts
and initiatives on its future operating results, 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 execute on the
initiatives on a timely basis or at all, the ability to recognize the
expected benefits of the initiatives, the potential for disruption to
the business during the process, the ability to effectively manage
organization changes during the pendency of or following any
transaction, and other risk factors relating to the business or industry
as detailed from time to time in SUPERVALU's reports filed with the SEC.
You should not place undue reliance on these forward-looking statements,
which speak only as of the date of this news release. For more
information, see the risk factors described in SUPERVALU’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings
with the SEC. Unless legally required, SUPERVALU undertakes no
obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Important Stockholder Information and Where You Can Find It
SUPERVALU plans to file with the SEC and mail to its stockholders a
definitive proxy statement and accompanying definitive WHITE proxy
card in connection with its 2018 Annual Meeting of Stockholders. The
definitive proxy statement will contain important information about
SUPERVALU, the 2018 Annual Meeting of Stockholders and related matters.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT, THE ACCOMPANYING WHITE PROXY
CARD AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
SUPERVALU, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from
SUPERVALU’s stockholders in connection with the matters to be considered
at its 2018 Annual Meeting of Stockholders. Information regarding the
names of SUPERVALU’s directors and executive officers and their
respective interests in SUPERVALU by security holdings or otherwise is
set forth in SUPERVALU’s definitive proxy statement for the 2017 Annual
Meeting of Stockholders, filed with the SEC on June 5, 2017. To the
extent holdings of such participants in SUPERVALU’s securities have
changed since the amounts described in the proxy statement for the 2017
Annual Meeting of Stockholders, such changes have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of these participants in any proxy solicitation
and a description of their direct and indirect interests, if any, by
security holdings or otherwise, will also be included in the definitive
proxy statement for the 2018 Annual Meeting of Stockholders, the
accompanying definitive WHITE proxy
card and other relevant solicitation materials and in Form 3s and Form
4s filed by SUPERVALU’s directors and executive officers after the date
of the definitive proxy statement. These documents (when they become
available), and any and all documents filed by SUPERVALU with the SEC,
may be obtained by investors and stockholders free of charge on the
SEC’s website at www.sec.gov.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180322005637/en/
Source: SUPERVALU INC.
Jeff Swanson, 952-903-1645
Frank, Wilkinson Brimmer Katcher
James Golden / Leigh Parrish