Spartan Stores Inc. (SPTN) and Nash Finch Co. (NAFC) announced Monday 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.
As per the terms of the transaction, Nash Finch shareholders will receive a fixed ratio of 1.20 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 transaction has been unanimously approved by the boards of directors of both companies.
Dennis Eidson, President and Chief Executive Officer of Spartan Stores, will serve as President and Chief Executive Officer of the combined company. Craig Sturken, Chairman of Spartan Stores' Board of Directors, will serve as Chairman of the Board of Directors of the combined company.
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, Spartan Stores said.
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.
The transaction is subject to customary regulatory approvals and closing conditions, including the approval of Spartan Stores and Nash Finch shareholders.
by RTT Staff Writer
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