Spartan Stores and Nash Finch Complete Merger
19 11월 2013 - 10:52PM
Business Wire
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.
SpartanNash Media ContactJeanne Norcross,
616-878-2830Vice President Corporate AffairsorSpartanNash
Investor ContactDave Staples, 616-878-8793Executive Vice
President & CFO
Nash Finch (NASDAQ:NAFC)
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Nash Finch (NASDAQ:NAFC)
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