Spartan Stores and Nash Finch Announce Expiration of Hart-Scott-Rodino Act Waiting Period
03 September 2013 - 2:00PM
Business Wire
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.
Spartan Stores Media Contact:Jeanne NorcrossVice President
Corporate Affairs616-878-2830orSpartan Stores Investor Contact:Dave
StaplesExecutive Vice President & CFO616-878-8793orNash Finch
Media Contact:Sard Verbinnen & Co.Bryan Locke/Meghan
Gavigan312-895-4700orNash Finch Investor Contact:Bob
DimondExecutive Vice President, CFO and Treasurer952-844-1060
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