BI-LO and Winn-Dixie Stores, Inc. have announced that the companies will merge to create an organization of approximately 690 grocery stores and 63,000 employees in eight states throughout the southeastern United States.
Under the terms of the definitive agreement, BI-LO will acquire all of the outstanding shares of Winn-Dixie stock in the merger. Winn-Dixie shareholders will receive $9.50 in cash per share of Winn-Dixie common stock, representing a premium of approximately 75% over the closing price of Winn-Dixie common stock on December 16, 2011.
On November 21 Winn-Dixie officially emerged from Chapter 11 protection with $725 million in exit financing as a new company and with a new Board of Directors and on November 22 new shares of Winn-Dixie stock begin to trade on the NASDAQ stock exchange on a “when-issued” basis under the ticker symbol WINNV.
A Special Committee of the Winn-Dixie Board of Directors, comprised of eight independent directors, and advised by independent financial and legal advisors, negotiated the transaction and recommended it to the full Board. The full Board unanimously approved the agreement and recommends Winn-Dixie shareholders vote in favor of the transaction.
“This transaction with BI-LO provides Winn-Dixie shareholders with a significant cash premium for their shares. We believe this transaction is in the best interests of our shareholders,” said Peter Lynch, Chairman, CEO and President of Winn-Dixie.
The transaction is currently expected to close in the next 60 to 120 days, subject to the approval of Winn-Dixie shareholders and other customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is not subject to any financing condition.
Following the completion of the merger, Winn-Dixie will become a privately-held, wholly owned subsidiary of BI-LO and Winn-Dixie’s common stock will cease trading on the NASDAQ.
Until the merger is complete, both BI-LO and Winn-Dixie will continue to operate as separate companies.
Following completion of the merger, it is anticipated that the companies will continue to operate under the BI-LO and Winn-Dixie banners that their customers have come to trust.
BI-LO and Winn-Dixie do not currently expect any store closures as a result of the combination. The combined company’s executive management team structure and headquarters location will be decided as the companies move closer to finalizing the transaction; however, it is expected that the combined company will maintain a presence in both Greenville and Jacksonville.
Founded in 1961 and headquartered in Greenville, S.C., BI-LO operates 207 supermarkets, including approximately 116 in-store pharmacies, in North Carolina, South Carolina,Georgia and Tennessee. The Company employs approximately 17,000 people.
Founded in 1925 and headquartered in Jacksonville, FL, Winn-Dixie operates approximately 480 retail grocery locations, including approximately 380 in-store pharmacies, in Florida, Alabama, Louisiana, Georgia and Mississippi. The Company employs approximately 46,000 people.
A Special Committee of the Winn-Dixie Board of Directors, comprised of eight independent directors, and advised by independent financial and legal advisors, negotiated the transaction and recommended it to the full Board. The full Board unanimously approved the agreement and recommends Winn-Dixie shareholders vote in favor of the transaction.
“This transaction with BI-LO provides Winn-Dixie shareholders with a significant cash premium for their shares. We believe this transaction is in the best interests of our shareholders,” said Peter Lynch, Chairman, CEO and President of Winn-Dixie.
The transaction is currently expected to close in the next 60 to 120 days, subject to the approval of Winn-Dixie shareholders and other customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is not subject to any financing condition.
Following the completion of the merger, Winn-Dixie will become a privately-held, wholly owned subsidiary of BI-LO and Winn-Dixie’s common stock will cease trading on the NASDAQ.
Until the merger is complete, both BI-LO and Winn-Dixie will continue to operate as separate companies.
Following completion of the merger, it is anticipated that the companies will continue to operate under the BI-LO and Winn-Dixie banners that their customers have come to trust.
BI-LO and Winn-Dixie do not currently expect any store closures as a result of the combination. The combined company’s executive management team structure and headquarters location will be decided as the companies move closer to finalizing the transaction; however, it is expected that the combined company will maintain a presence in both Greenville and Jacksonville.
Founded in 1961 and headquartered in Greenville, S.C., BI-LO operates 207 supermarkets, including approximately 116 in-store pharmacies, in North Carolina, South Carolina,Georgia and Tennessee. The Company employs approximately 17,000 people.
Founded in 1925 and headquartered in Jacksonville, FL, Winn-Dixie operates approximately 480 retail grocery locations, including approximately 380 in-store pharmacies, in Florida, Alabama, Louisiana, Georgia and Mississippi. The Company employs approximately 46,000 people.
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