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INDIANAPOLIS -- Nearly six months after revealing it was seeking strategic alternatives that included a possible sale, Marsh Supermarkets, Inc. here late yesterday said it had signed a letter of intent to be acquired by an affiliate of Sun Capital Partners. Sun Capital, a leading private investment firm specializing in leveraged buyouts of market-leading companies, will assume all of the outstanding shares of both classes of the grocer's common stock for an all-cash price of $11.125 per share.
Although a definitive merger agreement has not yet been signed, Marsh said that it forged an "exclusivity agreement" with Sun Capital, and agreed not to negotiate with other parties or solicit alternative transactions before May 11. Should Marsh breach the pact, it would be required to reimburse Sun Capital for its expenses.
In a statement Sun Capital Partners managing director Gary Talarico said: "We are excited about this opportunity and look forward to moving quickly to conclude a definitive merger agreement with the company. As one of the most active private investment firms in the retail sector, we are enthusiastic about Marsh's dominance in its core markets, and look forward to working with the management team and employees of the company to continue to deliver excellent value to customers and the communities that Marsh serves."
As previously announced, Marsh's board created an independent directors committee and engaged Merrill Lynch & Co. to consider strategic alternatives. The special committee approved the letter of intent and duly recommended its approval by the board. The proposed transaction is subject to the successful completion of due diligence by Sun Capital and execution of mutually agreed-upon definitive agreements. The closing of the transaction would be subject to approval of the company's shareholders and other customary closing conditions.
Affiliates of Sun Capital Partners, Inc., a private investment fund focused on leveraged buyouts, equity, debt, and other investments, have invested in and managed more than 115 companies worldwide, with combined sales in excess of $27 billion since Sun Capital's inception in 1995. The company has offices in Boca Raton, Fla.; Los Angeles; New York; London; and Shenzhen, China.