Court Denies FTC's Request for Stay Pending Appeal; Whole Foods Market and Wild Oats Markets Legally Cleared to Proceed with Mer
23 Agosto 2007 - 8:47PM
PR Newswire (US)
AUSTIN, Texas and BOULDER, Colo., Aug. 23 /PRNewswire-FirstCall/ --
Whole Foods Market, Inc. (NASDAQ:WFMI) and Wild Oats Markets, Inc.
(NASDAQ:OATS) today have announced they are now legally cleared to
proceed with their merger as the U.S. Court of Appeals for the
District of Columbia has denied the FTC's request for a stay to
preclude the closing of the merger pending the FTC's appeal and has
dissolved the August 20, 2007 administrative injunction, which had
prevented the transaction from going forward while the court
considered the FTC's motion. "We are pleased to have cleared what
we expect to be our last legal hurdle," said John Mackey, Chairman,
CEO, and co-founder of Whole Foods Market. "We look forward to
closing this merger and believe the synergies gained from this
combination will create long-term value for our customers, vendors
and shareholders as well as exciting opportunities for our new and
existing team members." Whole Foods Market's tender offer to
purchase outstanding shares of common stock of Wild Oats expires
Monday, August 27, 2007, at 5:00 p.m., Eastern Time. 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 6, 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. On August 16, 2007, the U.S. District Court for the
District of Columbia denied the FTC's motion for a preliminary
injunction. In order to permit an orderly review by the District
Court and the Court of Appeals, Whole Foods and Wild Oats agreed
not to consummate the transaction until noon on Monday, August 20,
2007 in order to permit the FTC to have an opportunity to request a
stay of the District Court's decision pending appeal. On August 17,
2007, the FTC filed with the District Court a motion for a stay
pending appeal, which was denied the same day. The FTC also filed a
motion with the U.S. Court of Appeals for the District of Columbia
for a stay pending appeal the District Court's order. On August 20,
2007, the United States Court of Appeals for the District of
Columbia Circuit issued an administrative injunction preventing the
transaction from going forward, pending further order of the Court
of Appeals, in order to allow the court sufficient opportunity to
review the FTC's motion. 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:
Whole Foods Market, Investors, Cindy McCann, +1-512-542-0204, or
Media, Kate Lowery, +1-512-542-0390, both of Whole Foods Market; or
Sonja Tuitele of Wild Oats Markets, +1-303-396-6984 Web site:
http://www.wholefoodsmarket.com/
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