The transaction was unanimously approved by the board of directors of The Fresh Market, other than Ray Berry, chairman and founder of The Fresh Market, who recused himself from all board discussions related to the review and from the board vote approving the transaction. Ray Berry and Brett Berry, who collectively own approximately 9.8% of The Fresh Market’s outstanding shares, have agreed not to tender shares held by them into the tender offer and will both participate and rollover the vast majority of their holdings in the transaction with Apollo.
“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,” said Rick Anicetti, The Fresh Market’s president and chief executive officer. “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—which is expected to close in the second quarter of 2016—is conditioned upon satisfaction of the minimum tender condition, which requires that shares representing more than 50% of the company’s common shares (other than shares held by Ray and Brett Berry that are being rolled over) be tendered, the receipt of approval under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and other customary closing conditions.
Apollo Global Management has agreed to acquire The Fresh Market, a specialty grocery retailer, for approximately $1.36 billion. The announcement follows an open and thorough review of strategic alternatives undertaken by The Fresh Market board of directors to maximize stockholder value.