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Kroger Completes Tender Offer of Shares of Roundy's

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Kroger (NYSE:KR)
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1 Month : From Nov 2015 to Dec 2015

CINCINNATI and MILWAUKEE, Dec. 18, 2015 /PRNewswire/ -- The Kroger Co. (NYSE: KR) and Roundy's, Inc. (NYSE: RNDY) today announced the successful completion of Kroger's tender offer to purchase all outstanding shares of Roundy's common stock for $3.60 per share in cash. The tender offer expired at11:59 p.m., Eastern Standard Time, onDecember 17, 2015. 

Kroger expects to complete the acquisition of the remaining eligible Roundy's shares not acquired in the tender offer later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.

"This merger blends Roundy's complementary markets with Kroger's strengths in scale and merchandising. Our future together is bright, and we look forward to learning from each other as partners," said Rodney McMullen, Kroger's chairman and CEO. "Most of all, we want to welcome each of Roundy's more than 22,000 associates to the Kroger family of stores."

"We look forward to bringing together the best of Roundy's and Kroger for our customers and associates," said Bob Mariano, who will continue to lead Roundy's as president and CEO. He has served as chairman, president and chief executive officer of Roundy's since 2002. "Our merger with Kroger will help us continue to exceed our customers' expectations."

Additional Details of Tender Offer

As of the expiration of the tender offer, approximately 33,144,128 shares were validly tendered and not withdrawn in the tender offer, representing 67.138 percent of Roundy's outstanding shares, according to the depositary. The condition to the tender offer that a majority of Roundy's outstanding shares on a fully-diluted basis be validly tendered and not withdrawn has been satisfied. As a result, Kroger has accepted for payment and will promptly pay for all validly tendered shares. The depositary has also informed Kroger that Notices of Guaranteed Delivery have been delivered with respect to 1,409,042 additional shares, representing approximately 2.854 percent of Roundy's currently outstanding shares.

As a result of the merger, all remaining eligible Roundy's shares will be converted into the right to receive $3.60 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer (eligible shares exclude (i) shares owned by Kroger, KS Merger Sub Inc. or Roundy's, (ii) shares held by any subsidiary of Roundy's or Kroger (other than KS Merger Sub Inc.) and (iii) shares held by Roundy's stockholders who properly demand appraisal underDelaware law).