BI-LO LLC and Winn-Dixie Stores Inc (NASDAQ: WINN) plan to merge to create an organization of approximately 690 grocery stores and 63,000 employees in eight states throughout the southeastern United States.
Under 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 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.
“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, chief executive officer, 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 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. After 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.
After completion of the merger, the companies are expected to continue operating under the BI-LO and Winn-Dixie banners.
BI-LO and Winn-Dixie do not 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 SC and Jacksonville FL.
