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Kroger completes tender offer for Vitacost.com

BY Michael Johnsen

CINCINNATI — Kroger and Vitacost.com on Monday announced the successful completion of Kroger's tender offer to purchase all outstanding shares of common stock of Vitacost.com for $8 per share in cash.  
 
The tender offer expired at 5:00 p.m., eastern daylight time, on Aug 15.
  
Kroger expects to complete the acquisition of the remaining eligible Vitacost.com 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.
 
As of the expiration of the tender offer, approximately 29.8 million shares were validly tendered and not withdrawn in the tender offer, representing 86.7% percent of Vitacost.com's outstanding shares, according to the depositary. 
 
The condition to the tender offer that a majority of Vitacost.com's outstanding shares on a fully diluted basis be validly tendered and not withdrawn has been satisfied.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 836,275 additional shares, representing approximately 2.4% percent of Vitacost.com's currently outstanding shares.
 
As a result of the merger, all remaining eligible Vitacost.com shares will be converted into the right to receive $8 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer.
  
Following completion of the merger, Vitacost.com shares will cease to be traded on the NASDAQ Global Market, which is expected to take effect later today.
 
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Dollar General outbids Dollar Tree for Family Dollar

BY Mike Troy

Goodlettsville, Tenn. — Dollar General bid $78.50 for Family Dollar in a $9.7 billion deal that exceeds the $74.50 a share Dollar Tree offered for Family Dollar on July 28.

The deal would create a small-format powerhouse with nearly 20,000 stores in 46 states and sales of more than $28 billion.

“For Family Dollar shareholders, our proposal is financially superior to the current transaction agreement with Dollar Tree and would provide Family Dollar shareholders with a substantial premium and immediate liquidity for their shares,” said Rick Dreiling, Dollar General’s chairman and CEO. “We look forward to expeditiously entering into constructive discussions with Family Dollar in order to sign a definitive merger agreement that provides enhanced value to Family Dollar shareholders and enables Dollar General to realize the benefits of this combination.”

The $78.50 per share Dollar General offer represents a 29.4% premium over the $60.66 closing price of Family Dollar shares the day before Dollar Tree made its offer. The deal Dollar Tree offered Family Dollar is valued at about $8.5 billion and involves Family Dollar shareholders receiving $59.60 in cash and $14.90 in equivalent Dollar Tree shares. The offer has already been unanimously approved by the boards of both companies.

To get the deal done, Dollar General said it had done significant economic and antitrust analysis and was prepared to commit to divesting as many as 700 stores. The company also committed to paying the $305 million termination fee Family Dollar will owe Dollar Tree if the previously announced deal falls through. In addition, Dollar General CEO Dreiling said he would remain in his current role to oversee integration of the companies after previously indicating he would retire in 2015.

Dollar General and Family Dollar operate complementary business — similar size stores with similar product assortments — which is expected to result in operational synergies and annual savings of between $550 million and $600 million three years after the proposed merger is complete, according to Dollar General.

“Dollar General has developed extensive integration plans across work streams. The expected synergies would be derived from sales growth driven by an improved merchandise offering and store presentation, purchasing and sourcing efficiencies, distribution and transportation optimization and administrative savings,” according to the company.

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New survey from CVS/pharmacy sheds light on flu prevention

BY Ryan Chavis

WOONSOCKET, R.I. — Three-in-five U.S. adults are not aware of the importance of the high-dose flu vaccine in flu prevention for adults ages 65 years and older, according to a new survey from CVS/pharmacy. The high-dose vaccine contains four times the antigens as the regular flu vaccine and is meant to create a stronger immune response for seniors who are more sucesptible to developing severe illnesses related to the flu.

Additionally, the survey revealed the following:

  • 67% of employed Americans would go to work even if they were feeling sick with flu-like symptoms;
  • 44% of individuals who receive a flu vaccine each year get it administered at a primary care physician's office; and
  • 59% report that they plan to get a flu shot this year.

"Getting an annual flu shot is the best way to help prevent the spread of influenza, especially for seniors who are more susceptible to developing complications from the flu," said Papatya Tankut, RPh, VP of pharmacy affairs at CVS Caremark. "The results of our consumer survey indicate the need for greater awareness among all Americans to understand the benefits of getting vaccinated and assisting older loved ones in making the decision, as well."

All CVS/pharmacy and MinuteClinic locations have begun to offer vaccinations. The Centers for Disease Control and Prevention recommends that everyone who is at least 6 months of age get a flu shot as soon as the vaccine becomes available.

 

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