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AUSTIN, Texas -- Natural and organic grocer Whole Foods Market, Inc. said yesterday it is extending its tender offer for Wild Oats Markets, Inc. for a third time as it waits to hear whether the Federal Trade Commission will challenge the deal. The new expiration date for its tender offer to purchase outstanding shares of Wild Oats is June 20.
Whole Foods and Wild Oats announced that they had signed a definitive merger agreement on Feb. 21. Whole Foods said it would acquire Wild Oats' outstanding common stock in a cash tender offer at a price of $18.50 per share, or approximately $565 million based on fully diluted shares. The company will also assume Wild Oats' existing net debt, which totaled approximately $106 million on Sept. 30, 2006.
Whole Foods agreed to commence the tender offer on Feb. 27. On March 13, the company and Wild Oats received a second request for additional information from the FTC in connection with the proposed tender offer. On March 21, the company said it extended the expiration date for its tender offer to April 24. Then on April 24, the company announced that it again extended the expiration date for its tender offer to May 22.
Wild Oats' board of directors has unanimously recommended that its company's stockholders tender their shares in the offer. The Yucaipa Cos., Wild Oats' largest shareholder with approximately 18 percent ownership, has committed to tendering its shares.
Whole Foods said it continues to "work diligently with the FTC regarding the HSR Act review."
Although the FTC has not yet decided whether to challenge the Wild Oats transaction, members of the FTC staff have voiced concerns regarding perceived anticompetitive effects resulting from the proposed tender offer and merger, Whole Foods noted. Approval of the transaction by Whole Foods shareholders is not required.
As of the close of business on May 21, a total of 20,956,505 shares of common stock of Wild Oats, which represent approximately 70.1 percent of its total shares that were outstanding as of April 27, have been tendered and not withdrawn pursuant to the tender offer.
Wild Oats Markets, one of the leading natural and organic foods retailers in North America with annual sales of approximately $1.2 billion, operates 110 stores in 24 states and British Columbia, Canada under four banners: Wild Oats Marketplace (nationwide), Henry's Farmers Market (Southern California), Sun Harvest (Texas), and Capers Community Market (British Columbia).
Whole Foods, the country's largest natural and organic foods retailer, has 194 stores in the United States, Canada and the United Kingdom.