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Apollo Global Set to Acquire The Fresh Market for $1.36 Billion

Apollo Global Set to Acquire The Fresh Market for $1.36 Billion

GREENSBORO, NC & NEW YORK - The Fresh Market, Inc. announced this morning that it has accepted Apollo Global Management, LLC’s offer to acquire the chain for about $1.36 billion.

“We are pleased to have reached this agreement with Apollo, which follows a comprehensive review of strategic and financial alternatives that generated interest from numerous parties,” Rich Noll, The Fresh Market’s Lead Independent Director, said, according to a press release. “After an open and thorough process, our Board concluded that this offer maximizes value for our stockholders.”

While the company did term is a “definitive agreement,” the terms do include that The Fresh Market has 21 days to solicit other offers. An interesting note concerning Kroger Co.’s expressed interest in acquiring the chain.

Despite the possibility Kroger could come back with a higher offer, The Fresh Market was quoted as happy with the current decision.

“We are excited about this transaction with Apollo, which recognizes the value of The Fresh Market’s strong brand and significant growth prospects while providing stockholders with an immediate and substantial premium,” Rick Anicetti, The Fresh Market’s President and Chief Executive Officer, said. “Apollo is a highly-regarded investor, bringing deep industry expertise and financial resources, and we look forward to working with them to build on our progress in achieving our strategic plan to deliver long-term profitable growth.”

The transaction, currently expected to close in the second quarter of 2016, is a $28.50 per share all-cash offer by the Apollo Funds, which the company said is conditioned upon satisfaction of the minimum tender condition requiring that “shares representing more than 50 percent of the Company's common shares (other than shares held by Ray and Brett Berry that are being rolled over) be tendered.”

Both Ray Berry and Brett Berry, who together own about 9.8% of The Fresh Market’s outstanding shares, agreed not to tender their shares into the tender offer, both participating in and rolling over the majority of their holdings to Apollo.

George Golleher, former CEO of Smart & Final and Ralphs Grocery Company/Food-4-Less during ownership by Apollo-affiliated funds, will also be a co-investor with the Apollo funds in the transaction.

“We are delighted about this transaction with The Fresh Market, which was one of the early pioneers in small-box grocery, offering unique, delicious and healthy food with a keen focus on perishables,” said Andrew S. Jhawar, Senior Partner and Head of the Retail and Consumer Group at Apollo.

While The Fresh Market noted that superior offers may not be made in the next three weeks, or even that they will discuss developments, Kroger has until midnight on April 1, 2016 to remain in the running.

The Fresh Market