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Kroger to acquire Roundy’s in $800 million deal

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Kroger Co. has agreed to buy 151-store Roundy’s Inc. for some $800 million, including debt.

Roundy’s brings Kroger an expanded footprint with a complementary base of stores and in new geographies, including Milwaukee, Madison and northern Wisconsin.

The deal also expands Kroger’s presence with an innovative format in the Chicago area, Mariano's.

 

CINCINNATI — Kroger Co. has agreed to buy 151-store Roundy’s Inc. for some $800 million, including debt.

Kroger Co. has agreed to buy 151-store Roundy’s Inc. for some $800 million, including debt.

Kroger said Wednesday that it will purchase all outstanding shares of Roundy’s for $3.60 per share, a premium of about 65% to its closing share price on November 10. The deal, which is expected to close by year end, was unanimously approved by the boards of both companies.

Roundy’s brings to Kroger an expanded footprint with a complementary base of stores and 101 pharmacies in new geographies, including Milwaukee, Madison and northern Wisconsin, under the Pick ‘n Save, Copps and Metro Market banners.

The merger also expands Kroger’s presence with an innovative format in the Chicago area, where Roundy’s operates 34 stores under the Mariano’s banner. Roundy’s also operates two distribution centers in Oconomowoc and Mazomanie, Wis., and a commissary in Kenosha, Wis. Roundy’s had revenues of nearly $4 billion in fiscal 2014.

“Mergers for Kroger always involve both parties bringing something to the table,” Rodney McMullen, Kroger’s chairman and chief executive officer, said in a statement. “We admire what Bob Mariano has done with the Mariano’s banner in Chicago, where he has created an urban format that is resonating with customers and we expect to apply Roundy’s experience to our stores in urban areas around the country. Kroger’s scale and strong financial position will enable Roundy’s to reinvest in its home state of Wisconsin while continuing to grow in Chicago. Together, we are committed to investing in Roundy’s people, communities, stores and merchandising to deliver a fantastic customer experience that will create opportunities for associates, grow customer loyalty and revenue, and create value for shareholders.”

Plans call for Roundy’s to continue to operate its stores as a subsidiary of Kroger and be led by key members of Roundy’s senior management team, according to Kroger.

Kroger said there are no plans to close stores, and Roundy’s employees will have employment opportunities with both companies. Roundy’s headquarters will remain in Milwaukee.

“Kroger’s scale, knowledge and experience allows us to accelerate the strategic initiatives we have invested in and makes us a more formidable competitor in the marketplace," stated Roundy’s chairman, president and CEO Robert Mariano. "This is a great win for our customers, communities, employees and our shareholders, and I personally look forward to continue to exceed customer and employee expectations.”

Under the terms of the deal, Kroger will begin a tender offer for all of the outstanding shares of Roundy’s common stock. Any shares not acquired in the offer will be acquired by Kroger in a subsequent merger.

The transaction is subject to Roundy’s stockholders tendering at least a majority of the outstanding shares of common stock in the tender offer, certain regulatory approvals, and other customary closing conditions. The deal is not subject to any financing conditions.

Willis Stein & Partners and its affiliates, holders of approximately 7% of the outstanding shares of Roundy’s common stock, have agreed to tender their shares. The agreement contains a 30-day go-shop period, which begins on the date of the agreement.


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