Winn-Dixie Shareholders to Receive $9.50 Per Share in Cash
Transaction Valued at $560 Million
Combined Company to Operate Both BI-LO and Winn-Dixie Banners with
Approximately 690 Stores in Eight States
GREENVILLE, S.C. & JACKSONVILLE, Fla.--(BUSINESS WIRE)--Dec. 19, 2011--
BI-LO, LLC (“BI-LO”) and Winn-Dixie Stores, Inc. (NASDAQ: WINN)
(“Winn-Dixie”) today 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.
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.
“We are very excited about the merger of BI-LO and Winn-Dixie,” said
Randall Onstead, Chairman of BI-LO. “With no overlap in our markets, the
combined company will have a perfect geographic fit that will create a
stronger platform from which to provide our customers great products at
a great value, while continuing to offer exceptional service. BI-LO and
Winn-Dixie are both strong regional brands with similar heritages,
compelling customer connections, and outstanding employees. Both have
been an important part of the communities and families they serve, and
we look forward to building upon these two iconic brands and serving
loyal customers for years to come.”
“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. “By combining BI-LO and
Winn-Dixie, we anticipate building a company that is stronger than our
individual businesses and creating opportunities for continued
advancement through the cross-pollination of our people and the sharing
of ideas across our organizations, all to the benefit of our guests,
suppliers, team members and the neighborhoods that Winn-Dixie serves.”
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.
William Blair, Citi, The Food Partners, Deutsche Bank Securities, Inc.
and Alvarez & Marsal Transaction Advisory Group are acting as financial
advisors and Gibson, Dunn & Crutcher LLP and Hunton & Williams LLP are
acting as legal advisors to BI-LO. Goldman, Sachs & Co. is acting as
exclusive financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison
LLP is acting as legal advisor to the Special Committee of the
Winn-Dixie Board of Directors. King & Spalding LLP and Greenberg
Traurig, P.A. are acting as legal advisors to Winn-Dixie.
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.
Certain statements contained in this press release contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements
of historical facts, including, among others, statements regarding the
anticipated merger with BI-LO, are forward-looking statements. Those
statements include statements regarding the intent, belief or current
expectations of Winn-Dixie and members of its management team, as well
as the assumptions on which such statements are based, and generally are
identified by the use of words such as “may,” “will,” “seeks,”
“anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,”
“should” or similar expressions. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties
that actual results may differ materially from those contemplated by
such forward-looking statements. Many of these factors are beyond
Winn-Dixie’s ability to control or predict. Such factors include, but
are not limited to, any conditions imposed in connection with the
merger, approval of the Merger Agreement by Winn-Dixie’s shareholders,
the satisfaction of various other conditions to the closing of the
Merger contemplated by the Merger Agreement, and other factors discussed
in Winn-Dixie’s Annual Report on Form 10-K for the fiscal year ended
June 29, 2011, and other Winn-Dixie filings with the SEC. These risks
and uncertainties should be considered in evaluating any forward-looking
statements contained herein.
Additional Information and Where to Find it
In connection with the proposed merger and required shareholder
approval, Winn-Dixie Stores, Inc. will file a proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT WINN-DIXIE AND THE MERGER. Investors and
security holders may obtain free copies of these documents (when they
are available) and other documents filed with the SEC at the SEC's web
site at www.sec.gov.
In addition, the documents filed by Winn-Dixie Stores, Inc. with the SEC
may be obtained free of charge by contacting Winn-Dixie at Winn-Dixie
Stores, Inc., Attn: Investor Relations, 5050 Edgewood Court,
Jacksonville, Florida, 32254-3699. Our filings with the SEC are also
available on our website at www.WinnDixie.com.
Participants in the Solicitation
Winn-Dixie and its officers and directors may be deemed to be
participants in the solicitation of proxies from Winn-Dixie’s
shareholders with respect to the merger. Information about Winn-Dixie’s
officers and directors and their ownership of Winn-Dixie’s common shares
is set forth in the proxy statement for Winn-Dixie’s 2011 Annual Meeting
of Shareholders, which was filed with the SEC on September 27, 2011.
Investors and security holders may obtain more detailed information
regarding the direct and indirect interests of Winn-Dixie and its
officers and directors in the merger by reading the preliminary and
definitive proxy statements regarding the merger, which will be filed
with the SEC.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50110723&lang=en
Source: BI-LO, LLC and Winn-Dixie Stores, Inc.
Joele Frank, Wilkinson Brimmer
Andy Brimmer / Jed Repko / Nick Lamplough
Director of Corporate Communication
Senior Director, Investor Relations