The Fresh Market, Inc. a specialty grocery retailer and an affiliate of Apollo Global Management, LLC has entered into a definitive agreement whereby certain funds managed by Apollo, a leading global alternative investment manager, will acquire The Fresh Market for approximately $1.36 billion.
The $28.50 per share all-cash offer by the Apollo Funds represents a premium of approximately 24 percent over The Fresh Market’s closing share price on March 11, 2016, and a premium of approximately 53 percent over the Feb. 10, 2016 closing share price, the day prior to press speculation regarding a potential transaction.
The announcement follows an open and thorough review of strategic alternatives undertaken by The Fresh Market board of directors to maximize stockholder value. The transaction will be implemented through a cash tender offer at $28.50 per share. The transaction was unanimously approved by the board of directors of The Fresh Market, other than Ray Berry, chairman and founder of The Fresh Market, who recused himself from all board discussions related to the review and from the Board vote approving the transaction.
Ray Berry and Brett Berry, who collectively own approximately 9.8 percent of The Fresh Market’s outstanding shares, have agreed not to tender shares held by them into the tender offer and will both participate and rollover the vast majority of their holdings in the transaction with Apollo. In addition, George Golleher, with whom Apollo has had a long-term operating partner consulting relationship and who was formerly chief executive officer of Smart & Final and Ralphs Grocery Company/Food-4-Less during ownership by other Apollo affiliated funds, will be a co-investor with the Apollo funds in the transaction.
“We are pleased to have reached this agreement with Apollo, which follows a comprehensive review of strategic and financial alternatives that generated interest from numerous parties. After an open and thorough process, our board concluded that this offer maximizes value for our stockholders,” said Rich Noll, The Fresh Market’s lead independent director. “We are excited about this transaction with Apollo, which recognizes the value of The Fresh Market’s strong brand and significant growth prospects while providing stockholders with an immediate and substantial premium,” said Rick Anicetti, The Fresh Market’s president and chief executive Officer. “Apollo is a highly-regarded investor, bringing deep industry expertise and financial resources, and we look forward to working with them to build on our progress in achieving our strategic plan to deliver long-term profitable growth.”
