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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule, or Registration Statement No.:
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Filing Party:
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Date Filed:
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1. |
What was announced?
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We announced that SUPERVALU has reached an agreement to combine with United Natural Foods, Inc. (UNFI) for $32.50 per share in cash, or approximately $2.9 billion, creating a truly diversified grocery wholesale supply chain company. The price of $32.50 represents a significant premium over the July 25, 2018 closing price of $19.45.
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Who is UNFI?
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UNFI is the largest publicly traded wholesale distributor to the natural, organic and specialty food industry in the U.S. and Canada, with more than 10,000 employees and approximately $10 billion in annual sales.
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UNFI operates 33 distribution centers and supplies more than 43,000 customer locations, carrying more than 100,000 products.
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Why are we combining with UNFI? What are the benefits of the combination?
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This transaction provides a substantial premium and delivers certainty of value to our stockholders.
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This is an opportunity to combine two great companies and their respective capabilities and expertise to provide the best possible experience for grocery wholesale customers across the country.
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Together, we’ll have an expanded network of more than 60 distribution facilities serving customers in all 50 states and Canada.
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As a combined company, we will be able to help customers better compete by delivering a range of over 200,000 products as well as superior services.
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We expect these enhanced offerings will uniquely position the company to address the evolving grocery industry and consumers’ buying habits.
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Why combine with UNFI now?
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This transaction provides a substantial premium and delivers certainty of value to our stockholders.
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Over the past two years, we have been working together to complete a strategic transformation and fundamental shift to return SUPERVALU to our wholesale roots.
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At the foundation of this transformation was the question of how we best evolve to meet the changing market.
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As part of this, our Board and management team reviewed multiple strategic options to deliver value to SUPERVALU stockholders and ultimately, we decided that a combination with UNFI is the best path forward for all of our stakeholders.
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Was this action taken in response to Blackwells Capital?
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No. This transaction follows our board and management process to maximize stockholder value and is unrelated to Blackwells. Rather, this outcome is the result of the great work done by the entire team transforming our business over the last two years.
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What does this mean for employees?
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UNFI has great respect for the talent and dedication of SUPERVALU employees, who will be vital to the success of the combined company.
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Together, UNFI and SUPERVALU will be well positioned to succeed in today’s grocery landscape and we’re confident that the SUPERVALU team will benefit from expanded opportunities as part of the combined organization.
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UNFI has long been impressed with our systems and efficient supply chain model, and importantly, they also share our customer-first focus.
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Please keep in mind that until the transaction closes, we must continue to operate in the ordinary course--remaining focused on our day-to-day responsibilities and serving our customers. It is critical that SUPERVALU employees continue the transformative work that is underway to build and grow our wholesale business.
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We will keep you updated on the process.
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Will there be any changes to employee compensation, benefits and plans?
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Until the transaction closes, UNFI and SUPERVALU will continue to operate as separate companies and we must continue to operate in the ordinary course--remaining focused on our day-to-day responsibilities and serving our customers. It is critical that SUPERVALU employees continue the transformative work that is underway to build and grow our wholesale business.
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There will be no impact to your compensation or benefits as a result of this announcement.
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We will keep you updated on the process and any decisions that may affect you.
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Will there be any layoffs as a result of the transaction? What will happen to employees in overlapping roles?
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Until the transaction closes, SUPERVALU and UNFI will continue to operate as separate companies and we must continue to operate in the ordinary course--remaining focused on our day-to-day responsibilities and serving our customers. It is critical that SUPERVALU employees continue the transformative work that is underway to build and grow our wholesale business.
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We are confident that the SUPERVALU team will benefit from expanded opportunities as part of the combined organization.
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Both companies recognize the many contributions of all our employees and to the extent there are changes, we are committed to communicating with care and respect.
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Where will our headquarters be located? Will we have to move?
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While this announcement is an important milestone, there are many decisions left to be made.
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It’s much too soon to know or discuss specific impacts on people or facilities. There are still many details to work through to complete this transaction over the coming weeks and months.
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Will the SUPERVALU name continue or will we change our name to UNFI?
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UNFI is a publicly-traded company. Once the transaction is complete, SUPERVALU will no longer be its own public company (and will no longer trade on the NYSE); however, it will be a part of UNFI, which is publicly-traded as UNFI.
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What are the next steps? Is stockholder approval required? When is the transaction expected to close?
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The transaction is expected to close in the fourth quarter of calendar year 2018, subject to SUPERVALU shareholder approval and other customary closing conditions.
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Until the transaction closes, SUPERVALU and UNFI will continue to operate as separate companies and we must continue to operate in the ordinary course--remaining focused on our day-to-day responsibilities and serving our customers. It is critical that SUPERVALU employees continue the transformative work that is underway to build and grow our wholesale business.
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In the near future, we will form an integration team with members from both companies to prepare to bring our two organizations together.
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We will keep you updated on our progress, as appropriate.
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How will integration work? How long will integration last after the transaction closes?
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It’s very early in the process with many details to be determined. Until the transaction closes, UNFI and SUPERVALU will continue to operate as separate companies and we must continue to operate in the ordinary course--remaining focused on our day-to-day responsibilities and serving our customers. It is critical that SUPERVALU employees continue the transformative work that is underway to build and grow our wholesale business.
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In the near future, we will form an integration team with members from both companies to prepare to bring our two organizations together.
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What does this mean for our customers? What should I tell customers about this transaction?
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Combining with UNFI will deliver meaningful benefits to our customers.
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SUPERVALU and UNFI share a customer-first focus. This means our customers are our top priority, and we believe the level of support they and their businesses receive can only improve as a result of this combination.
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Our complementary businesses will enable UNFI and SUPERVALU to accelerate scalability across the U.S. and Canada through improved efficiencies in cost and logistics while delivering a broader range of superior products and services to customers.
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What do I do if I’m asked about the transaction by an external party?
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Consistent with our policy, refer any media inquiries to our corporate communications department (Jeffrey.S.Swanson@supervalu.com) or questions from investors or analysts to investor relations (Steve.J.Bloomquist@supervalu.com).
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Who do I contact with additional questions?
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We understand questions naturally come with this type of news. We don’t have all the answers today, but we are committed to providing as much clarity as possible.
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Please feel free to speak with your manager or supervisor, or send any questions you have regarding the combination to mergerupdate@supervalu.com and we’ll do our best to address them in a timely manner.
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