Wild Oats Markets Announces It Will Fully Cooperate with Whole Foods Market to Challenge the FTC's Opposition to Merger
June 05 2007 - 1:36PM
Business Wire
Wild Oats Markets, Inc. (NASDAQ: OATS) today was informed that the
Federal Trade Commission (FTC) will file a lawsuit in Federal
District Court to block Whole Foods Market, Inc.�s (NASDAQ: WFMI)
proposed acquisition of the Company, and seek a temporary
restraining order pending the Court�s ruling on the FTC�s request
for a preliminary injunction. �We continue to believe very strongly
that this merger is in the best interest of all our constituents,�
said Greg Mays, Chairman and CEO of Wild Oats Markets. �Our
associates will benefit from greater opportunities working for a
larger combined company, our shareholders will benefit from value
creation, and our consumers will benefit from a stronger product
offering and the capital investment to upgrade our stores. While we
disagree with the FTC�s position and believe it is without legal
and factual merit, we are confident that, once presented with the
facts, the Court will agree that this merger is pro-competitive and
the FTC�s application for an injunction will be denied, thus
allowing us to proceed forward with the merger. We intend to
cooperate with Whole Foods in all respects and to vigorously
challenge the FTC in Court.� About the Transaction On February 21,
2007, Wild Oats and Whole Foods announced they had signed a
definitive merger agreement under which Whole Foods offered to
acquire Wild Oats� outstanding common stock in a cash tender offer
at $18.50 per share, or approximately $565 million based on fully
diluted shares, and assume the Company�s debt. Consummation of
Whole Foods� offer is subject to customary closing conditions,
including approval by the Federal Trade Commission under the
Hart-Scott-Rodino Act. On March 13, 2007, Wild Oats and Whole Foods
received a second request for additional information from the FTC.
The merger agreement also requires approval of Wild Oats Markets�
stockholders if Whole Foods acquires less than 90 percent of the
Company�s outstanding stock in the tender offer. Wild Oats plans to
schedule a stockholders� meeting later this summer in the event
such approval is required. About Wild Oats Markets Wild Oats
Markets, Inc. is a nationwide chain of natural and organic foods
markets in the U.S. and Canada. With more than $1.2 billion in
annual sales, the Company currently operates 110 natural food
stores in 24 states and British Columbia, Canada. The Company's
markets include: Wild Oats Marketplace, Henry's Farmers Market, Sun
Harvest and Capers Community Markets. For more information, please
visit the Company's website at www.wildoats.com. About Whole Foods
Market Founded in 1980 in Austin, Texas, Whole Foods Market� is a
Fortune 500 company and the largest natural and organic foods
retailer. The Company had sales of $5.6 billion in fiscal year 2006
and currently has 194 stores in the United States, Canada and the
United Kingdom. Risk Factors and Uncertainties This release
contains forward-looking statements, as defined in the Private
Securities Litigation Reform Act of 1995, which involve risks and
uncertainties. Such forward-looking statements include: the number
of stores the Company plans to open, remodel and relocate in the
future, and the anticipated performance of such stores; the amount
of capital expenditures required to open or remodel stores;
expected future comparable store sales, revenues and earnings per
share, future financial measures and prospects for favorable growth
and performance, the likelihood of receipt of regulatory consents
to, and the timing of the consummation of the proposed tender offer
and merger, and the Company�s ability, within a reasonable time
period, to identify and hire a chief executive officer with the
vision and ability to continue the Company�s growth. The statements
made by the Company are based on management�s present expectations,
and actual results may differ from the results indicated or
otherwise implied by such forward-looking statements due to certain
risks and uncertainties including, but not limited to: the
Company�s ability to execute, the results of merchandising and
marketing programs, the impact of competition, the pending merger
and other factors as are set forth in the Company's SEC filings,
including the Annual Report on Form 10-K for the fiscal year ended
December 30, 2006 and the Company�s quarterly reports on Form 10-Q.
These risk factors may not be an all-inclusive enumeration of the
business risks faced by Wild Oats. Investors should recognize that
the reliability of any projected financial data diminishes the
farther in the future the data is projected. The statements made by
management of the Company and summarized above represent their
views as of the date of this press release, and it should not be
assumed that the statements made herein remain accurate as of any
future date. Wild Oats does not intend to update these statements
and undertakes no duty to any person to effect any such update
under any circumstances.
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