SUPERVALU Announces Agreement with Blackwells Capital
31 Julho 2018 - 9:30AM
Business Wire
Blackwells Agrees to Support All SUPERVALU
Nominees at 2018 Annual Meeting
SUPERVALU INC. (NYSE:SVU) today announced that it has entered
into an agreement with Blackwells Capital.
Pursuant to the terms of the agreement, Blackwells has agreed to
withdraw its director nominees and vote all of its shares in
support of SUPERVALU’s full slate of directors at the Company’s
upcoming 2018 Annual Meeting of Stockholders, to be held on August
16, 2018. Blackwells has also withdrawn its stockholder proposal to
be considered at the 2018 Annual Meeting and agreed to abide by
certain customary standstill provisions, which will be in effect
until July 30, 2019.
“We are pleased to have reached this agreement with Blackwells,
as we may now dedicate our full attention to continuing to operate
our business and to completing the transaction with UNFI, which
delivers a substantial premium and immediate and certain value to
our stockholders,” said Donald Chappel, Chairman of the Board.
The full agreement between SUPERVALU and Blackwells will be
filed on a Form 8-K with the U.S. Securities and Exchange
Commission.
Barclays and Lazard are serving as financial advisors and
Wachtell, Lipton, Rosen & Katz is serving as legal advisor to
SUPERVALU.
About SUPERVALU INC.SUPERVALU INC. is one of the largest
grocery wholesalers and retailers in the U.S. with annual sales of
approximately $15 billion. SUPERVALU serves customers across the
United States through a network of 3,606 stores composed of 3,495
wholesale primary stores operated by customers serviced by
SUPERVALU’s food distribution business and 111 traditional retail
grocery stores in continuing operations operated under three retail
banners in three geographic regions (store counts as of June 16,
2018). Headquartered in Minnesota, SUPERVALU has approximately
23,000 employees (in continuing operations). For more information
about SUPERVALU visit www.supervalu.com.
Forward Looking Statements
This communication contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. SUPERVALU’s actual
results may differ from their expectations, estimates and
projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “might” and “continues,” and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, SUPERVALU’s expectations with respect to future
performance and anticipated financial impacts of the business
combination with UNFI, the satisfaction of the closing conditions
to the business combination and the timing of the completion of the
business combination. These forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from expected results. Most of these factors
are outside SUPERVALU’s control and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement relating to the proposed business combination; (2) the
outcome of any legal proceedings that may be instituted against
UNFI or SUPERVALU following the announcement of the merger
agreement and the transactions contemplated therein; (3) the
inability to complete the business combination, including due to
failure to obtain approval of the shareholders of SUPERVALU or
other conditions to closing in the merger agreement; (4) risks
related to the financing of the transaction; (5) the risk that the
business combination disrupts current plans and operations as a
result of the announcement and consummation of the business
combination; (6) the ability to recognize the anticipated benefits
of the business combination, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth profitably and retain its key employees; (7)
costs related to the business combination; (8) risks related to the
disruption of the transaction to SUPERVALU and its management; (9)
the effect of announcement of the transaction on SUPERVALU’s
ability to retain and hire key personnel and maintain relationships
with customers, suppliers and other third parties; and (10) other
risks and uncertainties identified in UNFI’s and SUPERVALU’s
filings with the Securities and Exchange Commission (“SEC”). More
information about other potential factors that could affect
SUPERVALU’s business and financial results is included under the
captions “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and SUPERVALU’s
Report on Form 10-K for the fiscal year ended February 24, 2018, as
amended, and any updates to those risk factors set forth in UNFI’s
and SUPERVALU’s Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other filings, which have been filed with the SEC and
are available on the SEC’s website at www.sec.gov. The foregoing
list of factors is not exclusive. SUPERVALU cautions readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. SUPERVALU does not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based, other than
as required by applicable law.
Additional Information will be Filed with the SEC
SUPERVALU INC. (including any successor thereof, “SUPERVALU”)
plans to file with the SEC a proxy statement in connection with the
contemplated transaction (the “Proxy Statement”), and SUPERVALU may
file with the SEC other documents regarding the proposed
transaction. The definitive Proxy Statement will be mailed to
shareholders of SUPERVALU. SHAREHOLDERS OF SUPERVALU ARE URGED TO
READ THE PROXY STATEMENT REGARDING THE TRANSACTION CAREFULLY AND IN
ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SEC BY SUPERVALU, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors will be able
to obtain free copies of the Proxy Statement (when available) and
other documents filed with the SEC by SUPERVALU through the website
maintained by the SEC at www.sec.gov<http://www.sec.gov>.
Free copies of the Proxy Statement (when available) and other
documents filed with the SEC can also be obtained by directing a
request to SUPERVALU INC., Investor Relations, P.O. Box 990,
Minneapolis, MN 55344.
Participants in the Solicitation
UNFI, SUPERVALU and their respective directors and certain of
their executive officers and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of SUPERVALU in respect of the proposed transaction. Information
regarding SUPERVALU’s directors and executive officers is available
in its proxy statement for its 2018 annual meeting of stockholders,
which was filed with the SEC on July 2, 2018, and information
regarding UNFI’s directors and executive officers is available in
its proxy statement for its 2017 annual meeting of stockholders,
which was filed with the SEC on November 3, 2017. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the Proxy and other relevant
materials to be filed with the SEC when they become available. Free
copies of this document may be obtained as described in the
preceding paragraph.
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SUPERVALU INC.For Investors:Steve Bloomquist,
952-828-4144steve.j.bloomquist@supervalu.comorFor Media:Jeff
Swanson, 952-903-1645jeffrey.s.swanson@supervalu.comorJoele Frank,
Wilkinson Brimmer KatcherJames Golden / Leigh
Parrish212-355-4449
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