CINCINNATI, and BOCA RATON, Fla., Aug. 18, 2014
/PRNewswire/ -- The Kroger Co. (NYSE: KR) and Vitacost.com,
Inc. (NASDAQ: VITC), a leading online retailer of healthy living
products, today announced the successful completion of Kroger's
tender offer to purchase all outstanding shares of common stock of
Vitacost.com for $8.00 per share in
cash. The tender offer expired at 5:00
p.m., Eastern Daylight Time, on August 15, 2014.
Kroger expects to complete the acquisition of the remaining
eligible Vitacost.com shares not acquired in the tender offer later
today through a merger under Section 251(h) of the General
Corporation Law of the State of
Delaware.
As of the expiration of the tender offer, approximately
29,842,390 shares were validly tendered and not withdrawn in the
tender offer, representing 86.68 percent of Vitacost.com's
outstanding shares, according to the depositary. The condition to
the tender offer that a majority of Vitacost.com's outstanding
shares on a fully diluted basis be validly tendered and not
withdrawn has been satisfied. As a result, Kroger has accepted for
payment and will promptly pay for all validly tendered shares. The
depositary has also informed Kroger that Notices of Guaranteed
Delivery have been delivered with respect to 836,275 additional
shares, representing approximately 2.43 percent of Vitacost.com's
currently outstanding shares.
As a result of the merger, all remaining eligible Vitacost.com
shares will be converted into the right to receive $8.00 per share in cash, without interest and
less any applicable withholding taxes, the same price that was paid
in the tender offer (eligible shares exclude (i) shares owned by
Kroger, Vigor Acquisition Corp. (Kroger's wholly owned subsidiary
that made the offer) or Vitacost.com, (ii) shares held by any
subsidiary of Vitacost.com or Kroger (other than Vigor Acquisition
Corp.) and (iii) shares held by Vitacost.com stockholders who
properly demand appraisal under Delaware law).
Following completion of the merger, Vitacost.com shares will
cease to be traded on the NASDAQ Global Market, which is expected
to take effect later today.
Kroger, one of the world's largest retailers, employs more than
375,000 associates who serve customers in 2,640 supermarkets and
multi-department stores in 34 states and the District of Columbia under two dozen local
banner names including Kroger, City Market, Dillons, Food 4 Less,
Fred Meyer, Fry's, Harris Teeter, Jay C, King Soopers, QFC, Ralphs
and Smith's. The company also operates 786 convenience
stores, 320 fine jewelry stores, 1,240 supermarket fuel centers and
38 food processing plants in the U.S. Recognized by Forbes as
the most generous company in America, Kroger supports hunger
relief, breast cancer awareness, the military and their families,
and more than 30,000 schools and grassroots organizations. Kroger
contributes food and funds equal to 200 million meals a year
through more than 80 Feeding America food bank partners.
About Vitacost.com, Inc.
Vitacost.com, Inc. is a leading online retailer of health and
wellness products, including dietary supplements such as vitamins,
minerals, herbs and other botanicals, amino acids and metabolites,
as well as cosmetics, organic body and personal care products, pet
products, sports nutrition and health foods. Vitacost.com, Inc.
sells these products directly to consumers through its website,
www.vitacost.com. Vitacost.com, Inc. strives to offer its customers
the broadest selection of healthy living products, while providing
superior customer service and timely and accurate delivery.
SOURCE The Kroger Co.
