Today, private company BI-LO, LLC, operator of some 207 supermarkets and 116 in-store pharmacies in the US SE market, and Winn-Dixie Stores, Inc. (WINN), with their fleet of some 480 supermarkets/380 in-store pharmacies, announced a merger, resulting in an extremely formidable organization.
Terms of the agreement stipulate that:
• BI-LO acquires all outstanding WINN shares via a transaction ($560M value) not subject to any financing conditions
• WINN shareholders receive $9.50 in cash per common share (75% premium over the Dec. 16 closing price)
Transaction closure is projected within 60-120 days (subject to customary closing conditions and WINN shareholder approval), and until the merger is complete, both companies will continue normal operations under their respective structures/banners. Post-merger BI-LO and Winn-Dixie anticipate no closures of currently operating locations.
The transaction will essentially transform Winn-Dixie into a privately-held and wholly-owned subsidiary of BI-LO, with the stock being removed from the NASDAQ exchange. A bold and powerful move by BI-LO and WINN that consolidates into a real southeastern supermarket and in-store pharmacy juggernaut, capable of and thoroughly expecting to continue operating under both readily recognized and serviceable banners.
Chairman of BI-LO, Randall Onstead, underscored the absence of overlap, with BI-LO holding territory in NC, SC, TN and GA, and WINN holding FL, AL, LA, MI, and GA (solid territorial GA integration). Similar heritage for companies, similar brand presence and market dynamics, as well as the strength of each brand regionally, underpinned by the vast community extending out from what will be a 630-store and 36k employee cultural footprint – these are the qualities that make the resulting entity such a force to be reckoned with in the US SE.
Chairman, CEO and President of WINN, Peter Lynch, echoed the enthusiasm of BI-LO resoundingly, confident that not only will this significant cash premium for shareholders be an ideal fit for them, but the combined company will be much stronger than before, making it an ideal fit for the Company’s own infrastructural future as well. Lynch pointed to the continued advancement of mutual interests and abundant cross-pollination of people and ideas which span both organizations, explaining that the long-term benefit to everyone involved, from customers and suppliers to team members and the communities served.
The resulting executive management team and HQ location will shake out between the existing Greenville, SC (BI-LO), and Jacksonville, FL (WINN) locations, with a presence likely being maintained at both. This incredible strategy was negotiated by a special committee of the WINN Board, assembled from eight independent directors and an outstanding team of independent financial and legal advisors:
WINN Financial Team
• Exclusively provided by Goldman, Sachs & Co.
WINN Legal Team
• Paul, Weiss, Rifkind, Wharton & Garrison LLP advising the special committee
• King & Spalding LLP and Greenberg Traurig, P.A. acting as legal advisors to the Company
BI-LO Financial Team
• William Blair, Citi, The Food Partners, Deutsche Bank Securities, Inc. and Alvarez & Marsal Transaction Advisory Group
BI-LO Legal Team
• Gibson, Dunn & Crutcher LLP and Hunton & Williams LLP
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