Harris Teeter Supermarkets’ Shareholders Approve Merger Agreement with Kroger
03 Octobre 2013 - 7:25PM
Business Wire
Harris Teeter Supermarkets, Inc. (NYSE: HTSI) (“Harris Teeter”)
today announced that Harris Teeter’s shareholders voted
overwhelmingly to approve the previously announced Agreement and
Plan of Merger, dated July 8, 2013 (the “Merger Agreement”), among
Harris Teeter, Hornet Acquisition, Inc., and The Kroger Co.
(“Kroger”). Approximately 98.6% of the votes cast at today’s
special meeting were voted in favor of the Merger Agreement,
representing approximately 82.5% of Harris Teeter’s outstanding
common stock as of August 22, 2013, the record date for the special
meeting.
Under the terms of the Merger Agreement, Harris Teeter
shareholders will receive $49.38 per share in cash for each share
of Harris Teeter common stock that they own. Upon closing of the
transaction, Harris Teeter’s common stock will no longer be
publicly traded and Harris Teeter will be a wholly-owned subsidiary
of Kroger.
The transaction remains subject to customary closing conditions,
including the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. Harris Teeter continues to expect that the transaction
will close in the fourth calendar quarter of 2013.
About Harris Teeter
Harris Teeter Supermarkets, Inc. operates a leading regional
supermarket chain in eight states primarily in the southeastern and
mid-Atlantic United States, and the District of Columbia.
Forward-Looking Statements
This news release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may be identified by words such as
“may,” “will,” “expect,” “intend,” “anticipate,” “believe,”
“estimate,” “plan,” “project,” “could,” “should,” “would,”
“continue,” “seek,” “target,” “guidance,” “outlook,” “forecast” and
other similar words. These forward-looking statements are based on
Harris Teeter’s current objectives, beliefs and expectations, and
they are subject to significant risks and uncertainties that may
cause actual results and timing of certain events to differ
materially from the information in the forward-looking statements.
The following factors, among others, could cause actual results to
differ from such statements: the occurrence of any event, change or
other circumstances that could give rise to the termination of the
proposed merger agreement; the failure to receive, on a timely
basis or otherwise, the required approvals by government or
regulatory agencies; the risk that a closing condition to the
proposed merger may not be satisfied; risks related to the
disruption of management’s attention from Harris Teeter’s ongoing
business operations due to the transaction; the effect of the
announcement of the proposed merger on Harris Teeter’s
relationships with its customers, suppliers and service providers;
and other economic, business, competitive, and regulatory factors
affecting the businesses of Harris Teeter generally, including
those set forth in the filings of Harris Teeter with the SEC,
especially in the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
of its annual reports on Form 10-K and quarterly reports on Form
10-Q, current reports on Form 8-K and other SEC filings. Any
forward-looking statements speak only as of the date hereof or as
of the dates indicated in the statements. Harris Teeter assumes no
obligation to publicly update or supplement any forward-looking
statement to reflect actual results, changes in assumptions or
changes in other factors affecting these forward-looking statements
except as required by law.
Harris Teeter Supermarkets, Inc.John B. WoodliefExecutive Vice
President and Chief Financial Officer704-844-3100
Harris Teeter Supermarkets, Inc. (NYSE:HTSI)
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