GRAND RAPIDS, Mich. — Spartan Stores and Nash Finch Co. on Monday announced that they have entered into a definitive merger agreement under which Spartan Stores and Nash Finch will combine in an all-stock merger valued at approximately $1.3 billion, including existing net debt at each company.
“This transformational transaction provides a unique opportunity to bring together Spartan Stores’ grocery distribution and retail operations in Michigan, Indiana and Ohio with Nash Finch’s leading position in grocery distribution to military commissaries and exchanges and its complementary wholesale grocery network throughout the U.S.," stated Dennis Eidson, Spartan Stores president and CEO. "By combining our resources, expertise and talent, we will become a stronger and more efficient organization with an enhanced ability to leverage our size, geographic reach and hybrid business model to better compete in the evolving grocery industry. In addition, the scale of the combined company will provide efficiencies and savings in purchasing and strengthen our ability to serve our independent retail customers, military commissaries and exchanges and retail consumers," he said. "At the same time, the combined company will have greater financial flexibility to drive growth, which will provide opportunities for many employees and deliver increased value to shareholders.”
The combination creates a grocer with pro forma annual sales of approximately $7.5 billion. Together, Spartan Stores and Nash Finch will have 22 distribution centers covering 37 states, 177 retail stores and will be a leading distributor to military commissaries and exchanges in the United States.
The combined company will also have a comprehensive portfolio of private brands, including Spartan Stores’ Spartan brand and Nash Finch’s Our Family and Nash Brothers Trading Company brands.
Eidson will serve as president and CEO of the combined company, while Alec Covington, presently Nash Finch president and CEO, will remain with the combined organization in an advisory role to help ensure a smooth transition. The combined company, which will retain a presence in both Minneapolis and Grand Rapids, Mich., will include members of each company’s management teams and employee bases. Nash Finch’s military business will continue to conduct its operations as it has in the past and will remain based in Norfolk, Va. Edward Brunot, who currently serves as president of Nash Finch’s military business, will continue to lead that business in the combined organization. Craig Sturken, chairman of Spartan Stores, will serve as chairman of the combined company, which will be comprised of 12 members, with seven being designated by Spartan Stores and five being designated by Nash Finch.
Under the terms of the transaction, which has been unanimously approved by the boards of directors of both companies, Nash Finch shareholders will receive a fixed ratio of 1.2 shares of Spartan Stores common stock for each share of Nash Finch common stock they own. Upon closing, which is expected by the end of calendar 2013, Spartan Stores shareholders will own approximately 57.7% of the equity of the combined company and Nash Finch shareholders will own approximately 42.3%.
The combined company is expected to achieve approximately $50 million in annual cost synergies by the third full fiscal year of operations, primarily derived from the consolidation of corporate functions, procurement and other operating efficiencies. Including these synergies, the transaction is expected to be accretive to earnings per share, excluding one-time costs, within the first full fiscal year of operations, enabling shareholders of both companies to share in the upside potential of the combined organization. The combined company also expects to consistently continue to return value to shareholders through a dividend which will initially be set at $0.48 per share on an annualized basis.