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Two Supervalu board members, both with Cerberus, resign in wake of Safeway/Albertsons deal

BY Michael Johnsen

MINNEAPOLIS — Supervalu on Thursday announced that two of its directors, Mark Neporent and Lenard Tessler, have stepped down from the board of directors effective immediately. Neporent and Tessler were both appointed to the board in 2013 as designees of Symphony Investors, a Cerberus Capital Management L.P.-led investor consortium, under the terms of the Tender Offer Agreement entered into with Symphony Investors and Cerberus in connection with Supervalu’s sale of five banners to an affiliate of Symphony Investors.  

Symphony Investors owns approximately 20.9% of Supervalu’s outstanding common stock. Under the terms of the Tender Offer Agreement, Symphony Investors has the right to designate replacement directors for Neporent and Tessler.

Neporent is the COO and general counsel for Cerberus Capital Management. Tessler is the co-head of global private equity and senior managing director of Cerberus Capital Management. The two board members’ resignations followed the announcement of a definitive agreement under which AB Acquisition, an entity controlled by a Cerberus-led investor group, will acquire all outstanding shares of food retailer Safeway. 

“In light of the transaction announced today, we felt it was in the best interests of Supervalu for us to resign our seats on the Supervalu board," Neporent said. "The directors who will be designated to replace Lenard and me under the Tender Offer Agreement are expected to be independent of both Cerberus and Supervalu and will add to Supervalu’s outstanding board.”

Commenting on the change in the board, Supervalu’s non-executive chairman Gerald Storch said, “I would like to thank Mark and Lenard for serving on Supervalu’s board of directors and for their important contributions during the transition period following the banner sale. We look forward to working with Cerberus to identify two new, highly-qualified director designees to replace Mark and Lenard, and who will help to lead our organization into the future.”

Supervalu’s board currently has nine members, including seven members who are independent directors under the New York Stock Exchange listing standards.

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Albertsons to acquire Safeway in deal worth more than $9.1 billion to Safeway shareholders

BY Michael Johnsen

PLEASANTON, Calif. — Cerberus won the bid for Safeway.

Safeway and Albertsons on Thursday announced a definitive agreement under which AB Acquisition will acquire all outstanding shares of Safeway in a deal valued at more than $9.1 billion. The transaction is expected to close in the fourth quarter of this year. 

The companies will operate independently until closing. 

Bob Miller, who will be the executive chairman of the new company of more than 2,400 stores, said, "We intend on keeping the existing retail footprint of both companies." Safeway’s Robert Edwards will serve as president and CEO of the new company. "This deal will create a substantial cost savings," Miller told reporters and analysts Thursday evening. "These are real savings that we will be able to pass along to our customers in lower prices." Miller also noted that the increased buying heft will benefit all banners operating under Albertsons and Safeway. 

Shareholders will receive $32.50 per Safeway share in cash, $3.65 per share on the sale of Safeway’s Mexican interest Casa Ley and other holdings and $3.90 per share with the distribution of Safeway’s ownership interest in Blackhawk to Safeway shareholders. That distribution is expected to happen in mid-April. 

The merger agreement was unanimously approved by the board of directors of Safeway. AB Acquisition is the owner of Albertson’s and New Albertson’s (collectively “Albertsons”), and is controlled by a Cerberus Capital Management-led investor group, which also includes Kimco Realty Corporation, Klaff Realty, Lubert-Adler Partners and Schottenstein Stores Corporation. 

As a result of the merger, Safeway shareholders are expected to receive total value estimated at $40 per share. 

Albertsons’ Miller stated: “This transaction offers us the opportunity to better serve customers by adapting more quickly to evolving shopping preferences in diverse regions across the country. It also brings together two great organizations with talented management teams. Robert Edwards and his team have done an outstanding job in positioning Safeway’s core business for success by investing in its stores and creating innovative strategic marketing programs that contribute to shareholder value. Working together will enable us to create cost savings that translate into price reductions for our customers. Together, we will be able to respond to local needs more quickly and deliver outstanding products at the lowest possible price, more efficiently than ever before.” 

“This merger is one of several actions we have taken in recent months as a result of our strategic business review. The combined value of the transactions described above is expected to deliver a premium to Safeway’s shareholders of 72% from one year ago, and 56% over the share price six months ago,” said Edwards, current president and CEO of Safeway. “Safeway has been focused on better meeting shoppers’ diverse needs through local, relevant assortment; an improved price/value proposition and a great shopping experience that has driven improved sales trends. We are excited about continuing this momentum as a combined organization. We look forward to working with Bob Miller and the rest of the Albertsons team as we proceed together on a path towards becoming an even stronger organization.”  

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r.markward says:
Mar-08-2014 01:04 pm

Here we go again

R.Chavis says:
Mar-07-2014 10:12 am

Hi David, As soon as we have more information, we'll be sure to include it in our coverage. Ryan Chavis Online Editor, Drug Store News

D.BIERNBAUM says:
Mar-06-2014 10:02 pm

Do we have any information yet about which banners will be included, and which headquarters will be used? Will the new Albertson's include all the current Safeway banners plus any of the banners that Albertson's was taking over from Supervalu? Where will the buying offices be located? David Biernbaum David Biernbaum & Associates LLC [email protected] www.biernbaum.com

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AmerisourceBergen stockholders elect directors at annual meeting

BY Michael Johnsen

NAPLES, Fla. — At the AmerisourceBergen annual meeting of stockholders here on Thursday, company stockholders elected 10 directors to serve for a one-year term, including: Steven Collis, Douglas Conant, Richard Gochnauer, Richard Gozon, Lon Greenberg, Edward Hagenlocker, Jane Henney, Kathleen Hyle, Michael Long and Henry McGee. 

During the meeting, AmerisourceBergen’s president and CEO Steven Collis gave an overview of the company’s activities and its results of operations from fiscal year 2013 and the first fiscal quarter of 2014.

In addition to electing AmerisourceBergen directors, stockholders ratified the appointment of Ernst & Young as the company’s independent registered public accounting firm for fiscal year 2014, approved the compensation of AmerisourceBergen’s named executive officers, and approved the company’s omnibus incentive plan. Stockholders also approved the amendment of the company’s certificate of incorporation to provide for a stockholder right to call special meetings.

The AmerisourceBergen Board of Directors is comprised of 10 members, all of whom are independent directors, except Collis.

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