AUSTIN, Texas (June 20, 2007). Whole Foods Market® (NASDAQ: WFMI) announced today that it plans to transfer all 35 Henry's and Sun Harvest store locations, and a Riverside, Calif. distribution center to a wholly owned subsidiary of Smart & Final Inc., a Los Angeles-based food retailer, subject to Whole Foods Market prevailing in the current lawsuit with the U.S. Federal Trade Commission concerning Whole Foods Market's merger with Wild Oats Markets and the actual closing of that merger. The Henry's and Sun Harvest stores are located in California and Texas.
“We have determined that these stores do not fit into Whole Foods Market's long-term real estate and brand strategy,” said Whole Foods Market CEO John Mackey. “It is important to us to ensure a smooth transition and to be open about our plans because of the employees and loyal shoppers at these locations. We believe both will be well served by Smart and Final's business focus.” Smart & Final is privately held and controlled by Apollo Management, L.P., one of the largest private equity firms in the world. Operating under the Smart & Final and Smart Foodservice Cash & Carry banners, the company operates 255 non-membership warehouse stores selling food and foodservice products to both traditional household customers and small business owners in Washington, Oregon, Idaho, California, Arizona, Nevada, and Northern Mexico.
About the Merger with Wild Oats Markets: 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.
About Whole Foods Market: Founded in 1980 in Austin, Texas, Whole Foods Market (www.wholefoodsmarket.com) is the world's leading natural and organic foods supermarket and America's first national certified organic grocer. In fiscal year 2006, the company had sales of $5.6 billion and currently has more than 190 stores in the United States, Canada, and the United Kingdom. The Whole Foods Market motto, “Whole Foods, Whole People, Whole Planet”™ captures the company's mission to find success in customer satisfaction and wellness, employee excellence and happiness, enhanced shareholder value, community support and environmental improvement. Whole Foods Market, Harry's Farmers Market®, and Fresh & Wild® are trademarks owned by Whole Foods Market IP, LP. Whole Foods Market employs more than 45,000 Team Members and has been ranked for ten consecutive years as one of the “100 Best Companies to Work For” in America by FORTUNE magazine.
About Smart & Final: Smart & Final is a Los Angeles, California based operator of 255 non-membership warehouse stores operating under the Smart & Final and Smart Foodservice Cash & Carry banners that sell perishable and non-perishable food and foodservice products to both traditional household customers and small business owners. Smart & Final's market area includes Washington, Oregon, Idaho, California, Arizona, Nevada, and Northern Mexico. Financially, Smart & Final's sales in 2006 were in excess of $2.1 billion. Further information on the company can be found by visiting its website, www.smartandfinal.com.
Smart & Final is privately held and controlled by Apollo Management, L.P. (“Apollo”), one of the largest private equity firms in the world. Apollo manages a pool of investment capital on behalf of a group of institutional investors and the principals of Apollo. Apollo has invested in excess of $16 billion of equity since its inception in 1990. Apollo is currently in the process of investing its sixth corporate fund, Apollo Investment Fund VI, L.P., which effectively has capital in excess of $12 billion. In addition, Apollo has had several highly successful partnerships with management teams operating retail and consumer-oriented businesses in the past, including investments in Smart & Final, Claire's Stores, Linens 'n Things, General Nutrition Centers, Ralphs Grocery Company, Dominick's Supermarkets, Zale Corporation, Rent-A-Center and Proffitt's Department Stores.
George Golleher, Chairman and Chief Executive Officer of Smart & Final said, “Smart & Final and Apollo are both very excited about the opportunity to acquire the Henry's Farmer's Market and Sun Harvest banners, particularly given the tremendous consumer interest in natural foods and high quality perishable offerings. We believe that the Henry's and Sun Harvest formats have the potential for significant new store growth and we intend to invest in the Henry's and Sun Harvest store base with a goal of opening a significant number of new stores over the next two to three years. In addition, we believe there are enhancements to the business that will serve to further accelerate comparable store sales growth and we look forward to working with all of the Henry's and Sun Harvest employees in further developing these exciting formats. Henry's and Sun Harvest will be wholly-owned subsidiaries of Smart & Final and will continue with their focus on natural and organic foods. In addition, existing management of these formats will continue in their current roles.”
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 https://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).
