Whole Foods Market ranked #28 and Amazon ranked
#2 on Fortune’s 2017 list of World’s Most Admired Companies
Amazon (NASDAQ:AMZN) and Whole Foods Market,
Inc. (NASDAQ:WFM) today announced that they have entered into
a definitive merger agreement under which Amazon will acquire Whole
Foods Market for $42 per share in an all-cash transaction valued at
approximately $13.7 billion, including Whole Foods Market’s net
debt.
“Millions of people love Whole Foods Market because they offer
the best natural and organic foods, and they make it fun to eat
healthy,” said Jeff Bezos, Amazon founder and CEO. “Whole Foods
Market has been satisfying, delighting and nourishing customers for
nearly four decades – they’re doing an amazing job and we want that
to continue.”
“This partnership presents an opportunity to maximize value for
Whole Foods Market’s shareholders, while at the same time extending
our mission and bringing the highest quality, experience,
convenience and innovation to our customers,” said John Mackey,
Whole Foods Market co-founder and CEO.
Whole Foods Market will continue to operate stores under the
Whole Foods Market brand and source from trusted vendors and
partners around the world. John Mackey will remain as CEO of Whole
Foods Market and Whole Foods Market’s headquarters will stay in
Austin, Texas.
Completion of the transaction is subject to approval by Whole
Foods Market's shareholders, regulatory approvals and other
customary closing conditions. The parties expect to close the
transaction during the second half of 2017.
About Amazon
Amazon is guided by four principles: customer obsession rather
than competitor focus, passion for invention, commitment to
operational excellence, and long-term thinking. Customer reviews,
1-Click shopping, personalized recommendations, Prime, Fulfillment
by Amazon, AWS, Kindle Direct Publishing, Kindle, Fire tablets,
Fire TV, Amazon Echo, and Alexa are some of the products and
services pioneered by Amazon. For more information, visit
www.amazon.com/about and follow @AmazonNews.
About Whole Foods Market
Founded in 1978 in Austin, Texas, Whole Foods Market is the
leading natural and organic foods supermarket, the first national
“Certified Organic” grocer, and uniquely positioned as America’s
Healthiest Grocery Store™. In fiscal year 2016, the Company had
sales of approximately $16 billion and has more than 460 stores in
the United States, Canada, and the United Kingdom. Whole Foods
Market employs approximately 87,000 team members and has been
ranked for 20 consecutive years as one of the “100 Best Companies
to Work For” in America by Fortune magazine. For more information,
please visit www.WholeFoodsMarket.com or @WholeFoods on
Twitter.
Cautionary Statement Regarding Amazon
Forward-Looking Statements
Amazon’s statements related to the proposed merger with Whole
Foods Market contain forward-looking statements, including
statements regarding expected benefits of the merger, the timing of
the transaction, and financing of the transaction. Actual results
could differ materially from those projected or forecast in the
forward-looking statements. Factors that could cause actual results
to differ materially include the following: Whole Foods Market
shareholders may not approve the transaction; the conditions to the
completion of the transaction may not be satisfied, or the
regulatory approvals required for the transaction may not be
obtained on the terms expected, on the anticipated schedule, or at
all; long-term financing may not be available on favorable terms,
or at all; closing of the transaction may not occur or may be
delayed, either as a result of litigation related to the
transaction or otherwise; the parties may be unable to achieve the
anticipated benefits of the transaction; revenues following the
transaction may be lower than expected; operating costs, customer
loss, and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, and suppliers) may be greater than expected; the Company
may assume unexpected risks and liabilities; completing the merger
may distract the Company’s management from other important matters;
and the other factors discussed in “Risk Factors” in Amazon’s
Annual Report on Form 10-K for the fiscal year ended December
31, 2016 and in Amazon’s other filings with the SEC, which are
available at http://www.sec.gov. Amazon assumes no obligation to
update the information in the communication, except as otherwise
required by law. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of the date
hereof.
Cautionary Statement Regarding Whole
Foods Market Forward-Looking Statements
Certain statements in this communication constitute
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are often identified by words such as “anticipate,”
“believe,” “intend,” “estimate,” “expect,” “see,” “continue,”
“could,” “can,” “may,” “will,” “likely,” “depend,” “should,”
“would,” “plan,” “predict,” “target,” and similar expressions, and
may include references to assumptions and relate to Whole Foods
Market’s future prospects, developments and business strategies.
Except for the historical information contained herein, the matters
discussed in this communication are forward-looking statements that
involve risks and uncertainties that may cause Whole Foods Market’s
actual results to be materially different from such forward-looking
statements and could materially adversely affect its business,
financial condition, operating results and cash flows. These risks
and uncertainties include the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Merger Agreement; the failure to obtain the approval of Whole Foods
Market’s shareholders or required regulatory clearances or the
failure to satisfy any of the other closing conditions to the
Merger; potential disruption of management’s attention from Whole
Foods Market’s ongoing business operations due to the Merger; the
effect of the announcement of the Merger on the ability of Whole
Foods Market to retain and hire key personnel and maintain
relationships with its customers, suppliers and others with whom it
does business, or on its operating results and business generally;
general business conditions; changes in overall economic conditions
that impact consumer spending; the impact of competition; and other
factors which are often beyond the control of Whole Foods Market,
as well other risks listed in Whole Foods Market’s Annual Report on
Form 10-K for the fiscal year ended September 25, 2016 and risks
and uncertainties not presently known to Whole Foods Market or that
Whole Foods Market currently deems immaterial. Whole Foods Market
wishes to caution you that you should not place undue reliance on
such forward-looking statements, which speak only as of the date on
which they were made. Whole Foods Market does not undertake any
obligation to update forward-looking statements, except as required
by law.
Important Additional Information and
Where to Find It
In connection with the proposed transaction, Whole Foods Market
will file with the SEC and mail or otherwise provide to its
shareholders a proxy statement regarding the proposed transaction.
BEFORE MAKING ANY VOTING DECISION, WHOLE FOODS MARKET’S
SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS
ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders
may obtain a free copy of the proxy statement and other documents
that Whole Foods Market files with the SEC (when available) from
the SEC’s website at www.sec.gov and Whole Foods Market’s website
at http://investor.wholefoodsmarket.com/. In addition, the proxy
statement and other documents filed by Whole Foods Market with the
SEC (when available) may be obtained from Whole Foods Market free
of charge by directing a request to Cindy McCann, Global Vice
President, Investor Relations, Whole Foods Market, Inc., 550 Bowie
Street, Austin, TX 78703, Phone: 512-542-0204. Media inquiries can
be directed to Brooke Buchanan at Brooke.Buchanan@wholefoods.com,
Phone: 512-542-0751.
Certain Participants in the
Solicitation
Whole Foods Market, its directors and certain of its executive
officers and employees may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Whole Foods Market
shareholders with respect to shareholder approval of the proposed
acquisition of Whole Foods Market. Information regarding the names
of Whole Foods Market’s directors and executive officers and their
respective interests in Whole Foods Market by security holdings or
otherwise is set forth in Whole Foods Market’s Annual Report on
Form 10-K for the fiscal year ended September 25, 2016 filed with
the SEC on November 18, 2016, Whole Foods Market’s definitive proxy
statement for its 2017 Annual Meeting of Shareholders filed with
the SEC on January 4, 2017 and Whole Foods Market’s Current Report
on Form 8-K dated May 10, 2017. To the extent holdings of such
participants in Whole Foods Market’s securities are not reported,
or have changed since the amounts described in the proxy statement
for the 2017 Annual Meeting of Shareholders, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of such individuals
in the proposed transaction will be included in the proxy statement
relating to such acquisition when it is filed with the SEC. These
documents may be obtained free of charge from the SEC’s website at
www.sec.gov and Whole Foods Market’s website at
http://investor.wholefoodsmarket.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20170616005338/en/
Amazon.com, Inc.Media
HotlineAmazon-pr@amazon.comwww.amazon.com/prorWhole Foods
MarketBrooke Buchanan,
512-542-0751Brooke.buchanan@wholefoods.com
Whole Foods Market, Inc. (NASDAQ:WFM)
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