CINCINNATI and MILWAUKEE, Dec. 18,
2015 /PRNewswire/ -- The Kroger Co. (NYSE: KR) and
Roundy's, Inc. (NYSE: RNDY) today announced the successful
completion of Kroger's tender offer to purchase all outstanding
shares of Roundy's common stock for $3.60 per share in cash. The tender offer expired
at 11:59 p.m., Eastern Standard Time,
on December 17, 2015.
Kroger expects to complete the acquisition of the remaining
eligible Roundy's 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.
"This merger blends Roundy's complementary markets with Kroger's
strengths in scale and merchandising. Our future together is
bright, and we look forward to learning from each other as
partners," said Rodney McMullen,
Kroger's chairman and CEO. "Most of all, we want to welcome each of
Roundy's more than 22,000 associates to the Kroger family of
stores."
"We look forward to bringing together the best of Roundy's and
Kroger for our customers and associates," said Bob Mariano, who will continue to lead Roundy's
as president and CEO. He has served as chairman, president and
chief executive officer of Roundy's since 2002. "Our merger with
Kroger will help us continue to exceed our customers'
expectations."
Additional Details of Tender Offer
As of the expiration of the tender offer, approximately
33,144,128 shares were validly tendered and not withdrawn in the
tender offer, representing 67.138 percent of Roundy's outstanding
shares, according to the depositary. The condition to the tender
offer that a majority of Roundy'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fully-diluted basis be validly tendered and not withdrawn has been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 1,409,042 additional shares, representing
approximately 2.854 percent of Roundy's currently outstanding
shares.
As a result of the merger, all remaining eligible Roundy's
shares will be converted into the right to receive $3.60 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, KS Merger Sub Inc. or Roundy's, (ii) shares held by any
subsidiary of Roundy's or Kroger (other than KS Merger Sub Inc.)
and (iii) shares held by Roundy's stockholders who properly demand
appraisal under Delaware
law).
Following completion of the merger, Roundy's shares will cease
to be traded on the New York Stock Exchange, which is expected to
take effect later today.
Kroger, one of the world's largest retailers, employs more than
422,000 associates who serve customers in 2,774 supermarkets and
multi-department stores in 35 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, Mariano's,
Pick 'n Save, QFC, Ralphs and Smith's. The company also
operates 786 convenience stores, 326 fine jewelry stores, 1,360
supermarket fuel centers and 37 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
community organizations. Kroger contributes food and funds equal to
200 million meals a year through more than 100 Feeding America food
bank partners. A leader in supplier diversity, Kroger is a proud
member of the Billion Dollar Roundtable and the U.S.
Hispanic Chamber's Million Dollar Club.
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SOURCE The Kroger Co.