AUSTIN, Texas (June 15, 2007) Whole Foods Market, Inc. (NASDAQ: WFMI) today announced the addition of a new section on its website (www.wholefoodsmarket.com) dedicated to posting information and updates regarding the U.S. Federal Trade Commission's (FTC) challenge of the proposed merger with Wild Oats Markets.
As previously announced, a hearing has been scheduled to begin on July 31, 2007 to decide whether the FTC's application to block the proposed merger will be granted.
“Our approach at Whole Foods Market is to be as open and transparent as reasonably possible. This new section on our website, which includes a link to my blog, is an outlet for the Company to proactively share information. We hope it will help our stakeholders understand Whole Foods' position as we move though the legal process,” said John Mackey, chairman and CEO of Whole Foods Market. “Whole Foods Market and Wild Oats Markets are in full cooperation and will forcefully challenge the FTC's claim that the merger will eliminate competition in the natural-foods industry, therefore increasing prices and lowering quality.”
The first posting to the new section on the Company's web site — found at www.wholefoodsmarket.com/ftchearingupdates — is a document that was presented to FTC commissioners prior to their decision to seek a preliminary injunction to block the merger. Entitled “The Proposed Acquisition of Wild Oats by Whole Foods Market Will Not Substantially Lessen Competition in Any Relevant Market,” the document outlines the Company's position that the Whole Foods Market-Wild Oats Markets transaction poses no threat to competition.
About the Transaction:
On February 21, 2007, Whole Foods Market and Wild Oats Markets entered into a merger agreement pursuant to which Whole Foods Market commenced a tender offer to purchase all the outstanding shares of Wild Oats Markets at a purchase price of $18.50 per share in cash, plus assumed debt. On June 12, 2007, the Company and Wild Oats Markets, Inc. announced the U.S. District Court for the District of Columbia had scheduled a preliminary injunction hearing to begin on July 31, 2007 and to conclude on August 1, 2007 to decide whether to approve the U.S. Federal Trade Commission's (FTC) application for an injunction to block the proposed merger between the two companies. Whole Foods Market and Wild Oats Markets consented to a temporary restraining order pending the hearing. As previously announced, the FTC provided notice of its intent to file a complaint in the U.S. District Court for the District of Columbia seeking to block the proposed acquisition of shares pursuant to the tender offer. The FTC did file such complaint with the U.S. District Court for the District of Columbia on June 7, 2007. Whole Foods Market and Wild Oats Markets are cooperating to challenge the FTC's opposition to the merger.
Whole Foods Market Safe Harbor Statement and Securities Law Disclosure:
The following constitutes a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, which could cause Whole Foods Market's actual results to differ materially from those described in the forward looking statements. These risks include but are not limited to general business conditions, the timely development and opening of new stores, the impact of competition, and other risks detailed from time to time in Whole Foods Market's SEC reports, including the reports on Form 10-K for the fiscal year ended September 24, 2006. Whole Foods Market undertakes no obligation to update forward-looking statements.
Securities Law Disclosure:
The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Wild Oats Markets, Inc. Whole Foods Market, Inc. and WFMI Merger Co. have filed with the Securities and Exchange Commission a tender offer statement on Schedule TO and certain amendments thereto, and have mailed an offer to purchase, forms of letter of transmittal and related documents to Wild Oats' stockholders. Wild Oats has filed with the Securities and Exchange Commission, and has mailed to Wild Oats' stockholders, a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. These documents contain important information about the tender offer, including the terms of the tender offer, and stockholders of Wild Oats are urged to read them carefully. Stockholders of Wild Oats may obtain a free copy of these documents and other documents filed by Wild Oats or Whole Foods Market with the Securities and Exchange Commission at the website maintained by the Securities and Exchange Commission at http://www.sec.gov or by contacting the information agent for the tender offer, Georgeson Inc., at (212) 440-9800 or (866) 313-2357 (toll free), or the dealer manager for the tender offer, RBC Capital Markets Corporation, at (415) 633-8668 or (800) 777-9315 x8668 (toll free).