Spartan Stores, Inc. (Nasdaq: SPTN), a leading regional grocery
distributor and retailer, and Nash Finch Company (Nasdaq: NAFC), one of
the leading food distribution companies in the United States, today
announced that the Hart-Scott-Rodino (HSR) waiting period for the
pending merger of Spartan Stores and Nash Finch has expired with no
action by the Federal Trade Commission or the Department of Justice.
The expiration of the HSR review period satisfies one of the conditions
necessary for the transaction to close. Spartan Stores and Nash Finch
expect that, subject to the remaining regulatory approvals and customary
closing conditions, including the approval of Spartan Stores and Nash
Finch shareholders, the transaction will be completed before the end of
calendar 2013.
Spartan Stores and Nash Finch announced the pending merger on July 22,
2013 following unanimous approval by the boards of directors of both
companies. The strategic combination of Spartan Stores and Nash Finch
will bring together two companies with highly complementary operations
to create a leader in the grocery wholesale, retail and military
commissary and exchange channels.
About Spartan Stores
Grand Rapids, Michigan-based Spartan Stores, Inc. (Nasdaq: SPTN) is the
nation's ninth largest grocery distributor with 1.4 million square feet
of warehouse, distribution, and office space located in Grand Rapids,
Michigan. The Company distributes more than 40,000 private and national
brand products to approximately 390 independent grocery locations in
Michigan, Indiana and Ohio, and to the Company’s 102 corporate owned
stores located in Michigan, including Family Fare Supermarkets, Glen's
Markets, D&W Fresh Markets, VG's Food and Pharmacy, Forest Hills Foods
and Valu Land.
About Nash Finch Company
Nash Finch is a Fortune 500 company and the largest food distributor
serving military commissaries and exchanges in the United States. Nash
Finch's core businesses include distributing food to military
commissaries and exchanges and independent grocery retailers located in
37 states, the District of Columbia, Europe, Cuba, Puerto Rico, the
Azores, Bahrain and Egypt. The Company also owns and operates a base of
retail stores, primarily supermarkets under the Family Fresh Market®,
Econofoods®, Family Thrift Center®, No Frills®, Bag 'n Save®, AVANZA®,
and Sun Mart® trade names. Further information is available on the
Company's website, www.nashfinch.com.
Forward-Looking Statements
This press release contains "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934. These include statements regarding
the effects of the proposed merger and statements preceded by, followed
by or that otherwise include the words "expects," "believes," or
"estimates," "vision," or similar expressions; that the combined company
is "positioned" for a result; that an event or trend "will" occur; or
that a circumstance represents an "opportunity." Forward-looking
statements relating to expectations about future results or events are
based upon information available to Spartan Stores and Nash Finch as of
today's date, and are not guarantees of the future performance of
Spartan Stores, Nash Finch or the combined company, and actual results
may vary materially from the results and expectations discussed.
Although Spartan Stores and Nash Finch have signed an agreement, there
is no assurance that they will complete the proposed merger. The merger
agreement will terminate if the companies do not receive the necessary
approval of Spartan Stores' shareholders or Nash Finch's stockholders
and government approvals, or if any conditions to closing are not
satisfied. Additional risks and uncertainties related to the proposed
merger include, but are not limited to, the successful integration of
Spartan Stores' and Nash Finch's business and the combined company's
ability to compete in the highly competitive grocery distribution and
retail grocery industry. Additional information concerning these and
other risks is contained in Spartan Stores' and Nash Finch's most
recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports
on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings.
All subsequent written and oral forward-looking statements concerning
Spartan Stores, Nash Finch, the proposed merger or other matters and
attributable to Spartan Stores or Nash Finch or any person acting on
their behalf are expressly qualified in their entirety by the cautionary
statements above. Neither Spartan Stores nor Nash Finch undertake any
obligation to publicly update any of these forward-looking statements to
reflect events or circumstances that may arise after the date hereof.
Important Information for Investors
Communications in this press release do not constitute an offer to sell
or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval. The issuance of Spartan Stores common stock in
connection with the proposed merger will be submitted to the Spartan
Stores' shareholders for their consideration, and the proposed merger
will be submitted to Nash Finch's stockholders for their consideration.
In connection with the proposed merger, on August 20, 2013, Spartan
Stores filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 (the “Prospectus”) that includes a
joint proxy statement to be used by Spartan Stores and Nash Finch to
solicit the required approval of their respective shareholders in
connection with the proposed merger that constitutes a prospectus of
Spartan Stores. Spartan Stores and Nash Finch may also file other
documents with the SEC concerning the proposed merger. INVESTORS AND
SECURITY HOLDERS OF SPARTAN STORES AND NASH FINCH ARE URGED TO READ THE
PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS REGARDING THE PROPOSED
MERGER THAT HAVE AND WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders
may obtain a free copy of the Prospectus and other documents containing
important information about Spartan Stores and Nash Finch, once such
documents are filed with the SEC, through the website maintained by the
SEC at www.sec.gov.
Copies of the documents filed with the SEC by Spartan Stores are
available free of charge on Spartan Stores' website at www.spartanstores.com
under the tab "Investor Relations" or by contacting Jeanne Norcross,
Vice President Corporate Affairs, 616-878-2830. Copies of documents
filed with the SEC by Nash Finch are available free of charge on Nash
Finch's website at www.nashfinch.com
under the tab "Investors" or by contacting Kathleen Mahoney, Executive
Vice President, General Counsel and Secretary, 952-844-1262.
Participants in the Transaction
Spartan Stores, Nash Finch and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies from the shareholders of Spartan Stores and stockholders of
Nash Finch in connection with the proposed transaction. Information
about the directors and executive officers of Spartan Stores is set
forth in its proxy statement for its 2013 annual meeting of
shareholders, which was filed with the SEC on June 14, 2013. Information
about the directors and executive officers of Nash Finch is set forth in
its proxy statement for its 2013 annual meeting of stockholders, which
was filed with the SEC on March 11, 2013. These documents can be
obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the joint proxy statement and
prospectus and other relevant materials to be filed with the SEC when
they become available.
Copyright Business Wire 2013