Kroger and Harris Teeter close merger transaction

Kroger adds 227 stores and $4.7 billion in revenue to its base

CINCINNATI — Kroger and Harris Teeter supermarkets Wednesday morning announced that the merger transaction between the two companies was completed on Jan. 28, 2014. Under the terms of the merger agreement, Harris Teeter shareholders will receive $49.38 per share of Harris Teeter common stock.

As of Jan. 28 shares of Harris Teeter common stock ceased to trade on the New York Stock Exchange.

"We are pleased that our merger is complete and look forward to bringing together the best of Kroger and Harris Teeter to benefit our customers, associates and shareholders," Rodney McMullen, Kroger CEO, said. "This merger brings the exceptional Harris Teeter brand and a complementary base of stores in attractive markets to the Kroger family. We have long respected Harris Teeter's customer orientation, friendly and professional associates, strong management team, and company values – which are consistent with ours. Together, through our Customer 1st strategy, we are going to be an outstanding combination."

The transaction allows Kroger to expand with the Harris Teeter brand and a base of 227 stores in the fast-growing and attractive southeastern and mid-Atlantic markets and in Washington, D.C.  Harris Teeter also operates distribution centers for grocery, frozen and perishable foods in Greensboro, N.C. and Indian Trail, N.C. and a dairy facility in High Point, N.C.  Harris Teeter will continue to operate its stores under the Harris Teeter brand name as a subsidiary of Kroger. Fred Morganthall, Harris Teeter president, will remain with Harris Teeter in that capacity. 

Harris Teeter had revenues of $4.7 billion for fiscal year 2013.

Together, the company will operate 2,641 supermarkets across 34 states and the District of Columbia. According to Kroger, there are no plans to close stores and Harris Teeter's headquarters remains in Matthews, N.C.

With the close of the transaction, Harris Teeter chairman and CEO Thomas Dickson announced his retirement. "Tad has done an outstanding job as the CEO for the past 16 years," McMullen said. "During his tenure as CEO, the management team of Harris Teeter has more than doubled the sales of the company and increased the operating profit fourfold by building over 100 new stores, expanding into new markets and improving the overall operating performance of the company. We look forward to working closely with the management team to continue to expand the Harris Teeter brand."

Kroger and Harris Teeter also announced the resignation of John Woodlief, EVP, who has served as CFO since 1999. Prior to that time, he served as managing partner of the PricewaterhouseCoopers Carolinas offices. Independence rules concerning Woodlief's previous position with PricewaterhouseCoopers, who serve as Kroger's independent accountants, prohibit him from serving in a financial role with Kroger. He will pursue other interests and will be available for consultation to the company.



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