Spartan Stores, Inc. (Nasdaq: SPTN) and Nash Finch Company (Nasdaq:
NAFC) today announced the completion of their merger. Spartan Stores,
Inc. will use the corporate name of SpartanNash Company, with the
official name change to SpartanNash expected to become effective at the
annual shareholders meeting in May 2014. The combined company will
continue to conduct business as Spartan Stores, Nash Finch and MDV in
their respective markets. The common stock of SpartanNash will trade
under the symbol “SPTN” on the Nasdaq Stock Exchange beginning today.
“This merger brings together two highly complementary organizations to
form a leader in the grocery wholesale, retail and military commissary
and exchange channels,” said Dennis Eidson, President and Chief
Executive Officer of Spartan Stores. “We would like to thank all of our
stakeholders, including our shareholders, associates, customers and
suppliers, for their support in completing this significant achievement.
We look forward to leveraging our new platform with its broader customer
base and geographic reach to create significant long-term value for our
shareholders.”
Spartan Stores and Nash Finch shareholders approved the merger during
separate shareholder meetings held yesterday. Over 99% of Spartan Stores
shares voting on the proposed issuance of stock to Nash Finch
stockholders in the merger voted in favor. Over 98% of Nash Finch shares
voting on the proposal voted in favor of the merger. Under the terms of
the merger agreement, each share of Nash Finch common stock was
converted into 1.20 shares of Spartan Stores common stock. Former
Spartan Stores shareholders own approximately 57.7% of the equity of the
combined company and former Nash Finch shareholders own approximately
42.3%. The combined company has approximately 38 million shares
outstanding.
SpartanNash’s Board of Directors includes seven directors from Spartan
Stores’ previous board and four directors from Nash Finch’s previous
board. In addition to Craig Sturken, who will serve as Chairman of the
Board of Directors and Mr. Eidson, President and Chief Executive
Officer, the other members of the Board of Directors include: M. Shan
Atkins, Frank M. Gambino, Yvonne R. Jackson, Elizabeth A. Nickels and
Timothy J. O’Donovan, former members of the board of directors of
Spartan Stores and William R. Voss, Mickey P. Foret, Douglas A. Hacker
and Hawthorne L. Proctor, former members of the board of directors of
Nash Finch.
Along with completing the merger, SpartanNash has changed its fiscal
year end from the last Saturday in March to the Saturday closest to
December 31. This date change results in a transition period with a
15-week third quarter this year versus a 16-week third quarter last year
and a 39-week fiscal year ending December 28, 2013 versus a 52-week
fiscal year ending March 30, 2013. Approximately six weeks of Nash
Finch’s sales and earnings contributions will be included in Spartan’s
third quarter and fiscal year results.
SpartanNash expects that the transaction will create cost synergies of
approximately $20 million, $35 million and $52 million in fiscal years
2014, 2015 and 2016, respectively. Integration and transaction closing
related costs of approximately $17 million to $18 million will be
recorded in the quarter ended December 28, 2013. Integration costs of
$10 million to $11 million, $4 million to $5 million and $1 million to
$2 million are expected to be incurred in fiscal years 2014, 2015 and
2016, respectively. The transaction is expected to be accretive to
earnings per share, excluding the one-time integration and transaction
costs, in fiscal 2014 which will end on January 3, 2015. The combined
company also expects to consistently continue to return value to
shareholders through a dividend which will initially be set at $0.48 per
share on an annualized basis.
Moelis & Company LLC acted as Spartan Stores' financial advisor. Warner
Norcross & Judd LLP acted as Spartan Stores' legal counsel and Skadden,
Arps, Slate, Meagher & Flom LLP acted as counsel for Spartan Stores'
Board of Directors. Nash Finch's financial advisor was J.P. Morgan
Securities Inc. LLC and its legal advisor was Morgan, Lewis & Bockius
LLP.
About SpartanNash
SpartanNash (Nasdaq: SPTN) is a Fortune 500 company and the largest food
distributor serving military commissaries and exchanges in the United
States, in terms of revenue. The Company’s core businesses include
distributing food to military commissaries and exchanges and independent
and corporate-owned retail stores located in 44 states and the District
of Columbia, Europe, Cuba, Puerto Rico, the Azores, Bahrain and Egypt.
SpartanNash currently operates 177 supermarkets, primarily under the
banners of Family Fare Supermarkets, No Frills, Bag ‘n Save and
Econofoods.
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 expected benefits of the merger and statements preceded by, followed
by or that otherwise include the words "expects" or “looks forward to,”
or similar expressions or that an event or trend "will" occur.
Forward-looking statements relating to expectations about future results
or events are based upon information available to SpartanNash as of
today's date, and are not guarantees of the future performance of the
combined company, and actual results may vary materially from the
results and expectations discussed. Additional risks and uncertainties
related to the 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. The adoption of a dividend
policy does not commit the board of directors to declare future
dividends. Each future dividend of SpartanNash will be considered and
declared by the board of directors at its discretion. 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 SpartanNash, the merger, or other
matters and attributable to SpartanNash or any person acting on its
behalf are expressly qualified in their entirety by the cautionary
statements above. SpartanNash does not undertake any obligation to
publicly update any of these forward-looking statements to reflect
events or circumstances that may arise after the date hereof.
Copyright Business Wire 2013