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The waiting period for Spartan Stores' (NASDAQ: SPTN ) merger with Nash Finch (UNKNOWN: NAFC.DL ) under the Hart-Scott-Rodino Antitrust Improvements Act, or HSR, expired on September 3, the companies jointly announced today, allowing the transaction to move to the next phase.
On July 22, regional grocery distributor and retailer Spartan announced its intention to merge with food distribution specialist Nash in an all-stock deal valued at approximately $1.3 billion, including existing net debt at each company.
Under the terms of the transaction, which both boards of directors approved, Nash Finch shareholders will receive a fixed ratio of 1.20 shares of Spartan Stores stock for each share of Nash Finch common stock they own. Upon closing, which is expected by the end of 2013, Spartan Stores shareholders will own approximately 57.7% of the equity of the combined company and Nash Finch shareholders will own approximately 42.3%.
The combination will create a grocery wholesale, retail, and military commissary and exchange channel operator with pro forma annual sales of approximately $7.5 billion. Together, Spartan Stores and Nash Finch will have 22 distribution centers covering 37 states, 188 retail stores, and will be the leading distributor to military commissaries and exchanges in the United States.
The HSR requires merging companies to file detailed reports with the FTC and the Justice Department to see whether the combination violates antitrust laws. There's a 30-day waiting period (15 days for all-cash transactions) before the merger can be completed. The companies can request the waiting period be terminated early, which will be granted if both antitrust agencies complete their reviews and determine that no enforcement action is necessary.
Based in Grand Rapids, Mich., Spartan Stores is the nation's ninth-largest grocery distributor. Minneapolis, Minn.-based Nash Finch is the largest food distributor serving military commissaries and exchanges in the U.S.