FTC Grants Early Termination of Hart-Scott-Rodino Act Waiting Period for Merger Transaction between Kroger and Harris Teeter
January 17 2014 - 5:45PM
Business Wire
The Kroger Co. (NYSE: KR) (“Kroger”) and Harris Teeter
Supermarkets, Inc. (NYSE: HTSI) (“Harris Teeter”) announced that
the Federal Trade Commission today granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (“HSR”) with respect to the pending merger transaction
between the two companies.
The early termination of the HSR waiting period satisfies one of
the conditions to the closing of the pending merger, which remains
subject to other customary closing conditions. Both companies
expect the transaction to be completed before the end of
January.
On July 9, 2013, Kroger and Harris Teeter announced a definitive
merger agreement, which was approved by the Boards of Directors of
both companies. On October 3, 2013, Harris Teeter shareholders
overwhelmingly approved of the merger agreement. At the closing of
the merger, Harris Teeter shareholders will receive $49.38 in cash
for each share of Harris Teeter common stock they own.
About Kroger
Kroger, one of the world's largest retailers, employs 343,000
associates who serve customers in 2,414 supermarkets and
multi-department stores in 31 states under two dozen local banner
names including Kroger, City Market, Dillons, Jay C, Food 4 Less,
Fred Meyer, Fry's, King Soopers, QFC, Ralphs and Smith's. The
company also operates 786 convenience stores, 327 fine jewelry
stores, 1,218 supermarket fuel centers and 37 food processing
plants in the U.S. Recognized by Forbes as the most generous
company in America, Kroger supports hunger relief, breast cancer
awareness, the military and their families, and more than 30,000
schools and grassroots organizations. Kroger contributes food and
funds equal to 200 million meals a year through more than 80
Feeding America food bank partners. A leader in supplier diversity,
Kroger is a proud member of the Billion Dollar Roundtable and the
U.S. Hispanic Chamber's Million Dollar Club.
About Harris Teeter
Harris Teeter, with headquarters in Matthews, N.C., reported
fiscal 2013 sales of $4.71 billion. The regional grocery chain
employs approximately 26,000 associates and operates stores in
North Carolina, South Carolina, Virginia, Georgia, Tennessee,
Maryland, Delaware, Florida and the District of Columbia.
Forward-Looking Statements
This news release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including those related to the expected timing for closing of the
merger. These forward-looking statements are based on Harris
Teeter’s and Kroger’s current objectives, beliefs and expectations,
and they are subject to significant risks and uncertainties that
may cause actual results and timing of certain events to differ
materially from the information in the forward-looking statements.
The following factors, among others, could cause actual results to
differ from such statements: the occurrence of any event, change or
other circumstances that could give rise to the termination of the
proposed merger agreement; the risk that a closing condition to the
proposed merger may not be satisfied; and other economic, business,
competitive, and regulatory factors affecting the businesses of
Harris Teeter and Kroger generally, including those set forth in
the filings of Harris Teeter and Kroger with the Securities and
Exchange Commission (“SEC”). Any forward-looking statements speak
only as of the date hereof or as of the dates indicated in the
statements. Harris Teeter and Kroger assume no obligation to
publicly update or supplement any forward-looking statement to
reflect changes in assumptions or changes in other factors
affecting these forward-looking statements, except as required by
law.
Media Contacts:KrogerKeith Dailey, 513-762-1304orHarris
TeeterJohn B. Woodlief, 704-844-3100orInvestor Contacts:KrogerCindy
Holmes, 513-762-4969orHarris TeeterJohn B. Woodlief,
704-844-3100
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