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As of the expiration of the tender offer, approximately 29.8 million shares were validly tendered and not withdrawn in the tender offer, representing 86.7% percent of Vitacost.com's outstanding shares, according to the depositary.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tender offer that a majority of Vitacost.com's outstanding shares on a fully diluted basis be validly tendered and not withdrawn has been satisfied.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.