Performance Food Group to be acquired

Performance Food Group Company has signed a definitive merger agreement to be acquired by an affiliate of The Blackstone Group and Wellspring Capital Management in a transaction valued at approximately $1.3 billion.

Under terms of the merger agreement, Performance Food Group shareholders will receive $34.50 in cash for each outstanding share of company common stock they hold representing a premium of 33.4% over the average closing share price for the 30 trading days ended Jan. 17, 2008, and 42.6% over that date’s closing share price of $24.19.

The board of directors of Performance Food Group has unanimously adopted the merger agreement and recommended that the company’s shareholders approve the agreement. This transaction will be structured as a combination of Performance Food Group and Vistar Corporation, a foodservice distributor controlled by affiliates of Blackstone and Wellspring.

The transaction is subject to shareholder approval and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as satisfaction of other customary closing conditions. It should be completed by the end of second quarter 2008. After completion of the transaction, Performance Food Group’s stock will be delisted and no longer trade publicly. The combined companies will be named Performance Food Group. The headquarters of Performance Food Group will remain in Richmond VA, and the headquarters of Vistar will remain in Denver CO.

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