Court Denies FTC's Request for Preliminary Injunction Related to Whole Foods Market and Wild Oats Markets Proposed Merger
16 Agosto 2007 - 6:55PM
PR Newswire (US)
AUSTIN, Texas and BOULDER, Colo., Aug. 16 /PRNewswire-FirstCall/ --
Whole Foods Market, Inc. (NASDAQ:WFMI) and Wild Oats Markets, Inc.
(NASDAQ:OATS) today have announced that the U.S. District Court for
the District of Columbia has denied the Federal Trade Commission's
(FTC) request for a preliminary injunction related to the proposed
merger between Whole Foods Market and Wild Oats Markets. "The
District Court's ruling affirms our belief that a merger between
Whole Foods and Wild Oats is a winning scenario for all
stakeholders," said John Mackey, Chairman, CEO, and co-founder of
Whole Foods Market. "We believe the synergies gained from this
combination will create long term value for customers, vendors, and
shareholders as well as exciting opportunities for team members."
The FTC may choose to appeal the District Court's ruling and may
seek a stay from either the District Court or the U.S. Court of
Appeals for the District of Columbia Circuit to preclude the
closing of the merger pending the FTC's appeal to the U.S. Court of
Appeals for the District of Columbia Circuit. Whole Foods Market
and Wild Oats Markets have agreed with the FTC to not close the
merger prior to noon, Eastern time, on Monday, August 20, 2007.
Absent a stay pending appeal, the companies may close the
transaction at any point after noon, Eastern time, on Monday,
August 20, 2007. "We are very pleased with the court's ruling and
always had confidence that, once presented with the facts, the
judge would rule in favor of this merger," said Gregory Mays,
Chairman and CEO of Wild Oats Markets. "We continue to believe this
merger is in the best interest of our stakeholders, as it will mean
significant career opportunities for our store associates, capital
investment in our stores to enhance the shopping experience for our
customers, and value-creation for our shareholders. We look forward
to closing the transaction." On February 21, 2007, Whole Foods
Market entered into a merger agreement with Wild Oats, pursuant to
which Whole Foods Market, through a wholly-owned subsidiary, has
commenced a tender offer to purchase all of the outstanding shares
of Wild Oats at a purchase price of $18.50 per share in cash. On
June 7, 2007, the FTC filed a suit in the federal district court to
block the proposed acquisition on antitrust grounds and seeking a
temporary restraining order and preliminary injunction pending a
trial on the merits. Whole Foods Market and Wild Oats consented to
a temporary restraining order pending a hearing on the preliminary
injunction, which concluded on August 1, 2007. Whole Foods Market
recently extended the expiration date for its tender offer to
purchase outstanding shares of common stock of Wild Oats to 5:00
p.m., Eastern time, on August 20, 2007. Whole Foods Market
previously announced it plans to transfer all 35 Henry's and Sun
Harvest store locations, and a Riverside, Calif. distribution
center to a wholly owned subsidiary of Smart & Final Inc., a
Los Angeles-based food retailer, subject to Whole Foods Market
prevailing in the current lawsuit with the U.S. Federal Trade
Commission concerning Whole Foods Market's merger with Wild Oats
Markets and the actual closing of that merger. The Henry's and Sun
Harvest stores are located in California and Texas. For further
information, please contact: Whole Foods Market Investor Contact -
Cindy McCann, 512.542.0204 Media Contact - Kate Lowery,
512.542.0390 Wild Oats Markets Investor and Media Contact - Sonja
Tuitele, 303.396.6984 About Whole Foods Market: Founded in 1980 in
Austin, Texas, Whole Foods Market(R) is a Fortune 500 company and
one of the leading retailers of natural and organic foods. The
Company had sales of $5.6 billion in fiscal year 2006 and currently
has 197 stores in the United States, Canada and the United Kingdom.
About Wild Oats Markets: Wild Oats Markets, Inc. is a nationwide
chain of natural and organic foods markets in the U.S. and Canada.
With more than $1.2 billion in annual sales, Wild Oats currently
operates 109 natural food stores in 23 states and British Columbia,
Canada. The Company's markets include: Wild Oats Marketplace,
Henry's Farmers Market, Sun Harvest and Capers Community Markets.
For more information, please visit Wild Oats' website at
http://www.wildoats.com/. The following constitutes a "Safe Harbor"
statement under the Private Securities Litigation Reform Act of
1995: Except for the historical information contained herein, the
matters discussed in this press release are forward-looking
statements that involve risks and uncertainties, which could cause
our actual results to differ materially from those described in the
forward looking statements. These risks include but are not limited
to general business conditions, the timely development and opening
of new stores, the impact of competition, and other risks detailed
from time to time in the Company's SEC reports, including the
reports on Form 10-K for the fiscal year ended September 24, 2006.
Whole Foods Market undertakes no obligation to update
forward-looking statements. Securities Law Disclosure: The
description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell shares of Wild Oats Markets, Inc.
Whole Foods Market, Inc. and WFMI Merger Co. have filed with the
Securities and Exchange Commission a tender offer statement on
Schedule TO and certain amendments thereto, and have mailed an
offer to purchase, forms of letter of transmittal and related
documents to Wild Oats' stockholders. Wild Oats has filed with the
Securities and Exchange Commission, and has mailed to Wild Oats'
stockholders, a solicitation/recommendation statement on Schedule
14D-9 with respect to the tender offer. These documents contain
important information about the tender offer, including the terms
of the tender offer, and stockholders of Wild Oats are urged to
read them carefully. Stockholders of Wild Oats may obtain a free
copy of these documents and other documents filed by Wild Oats or
Whole Foods Market with the Securities and Exchange Commission at
the website maintained by the Securities and Exchange Commission at
http://www.sec.gov/ or by contacting the information agent for the
tender offer, Georgeson Inc., at (212) 440-9800 or (866) 313-2357
(toll free), or the dealer manager for the tender offer, RBC
Capital Markets Corporation, at (415) 633-8668 or (800) 777-9315
x8668 (toll free). DATASOURCE: Whole Foods Market, Inc. CONTACT:
Investors, Cindy McCann, +1-512-542-0204, or Media, Kate Lowery,
+1-512-542-0390, both of Whole Foods Market; or Investors and
Media, Sonja Tuitele, +1-303-396-6984, of Wild Oats Markets Web
site: http://www.wholefoodsmarket.com/
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