BI-LO, Winn-Dixie Agree to Merge

Both grocers participate in fuelperks gas loyalty program

GREENVILLE, S.C. & JACKSONVILLE, Fla. -- BI-LO LLC and Winn-Dixie Stores Inc. will merge to create an organization of approximately 690 grocery stores and 63,000 employees in eight states throughout the southeastern United States, the companies announced yesterday.

"With no overlap in our markets, the combined company will have a perfect geographic fit that will create a stronger platform from which to provide our customers great products at a great value, while continuing to offer exceptional service," said Randall Onstead, chairman of BI-LO. "BI-LO and Winn-Dixie are both strong regional brands."

Added Peter Lynch, chairman, CEO and president of Winn-Dixie, "By combining BI-LO and Winn-Dixie, we anticipate building a company that is stronger than our individual businesses and creating opportunities for continued advancement through the cross-pollination of our people and the sharing of ideas across our organizations."

Winn-Dixie filed for bankruptcy in February 2005, reorganized and emerged from bankruptcy protection in November 2006. BI-LO filed for bankruptcy in March 2009, restructured and emerged from bankruptcy protection in May 2010.

Until the merger is complete, both BI-LO and Winn-Dixie will continue to operate as separate companies. Following completion of the merger, it is anticipated that the companies will continue to operate under the BI-LO and Winn-Dixie banners. They do not currently expect any store closures as a result of the combination.

The combined company's executive management team structure and headquarters location will be decided as the companies move closer to finalizing the transaction.

Motorists have saved more than $35 million on fuel purchases since Winn-Dixie introduced its fuelperks! program in Panama City, Fla., three years ago, the grocer said earlier this month. Since then, the program has spread to all of Florida except the Pensacola area, and is also available in south Georgia, part of Alabama and southeast Louisiana where Winn-Dixie has stores.

"With an average fuel price of $3.29 per gallon, you would have nearly 1,200 tanker trucks lined up bumper to bumper for more than 13 miles. That's what $35 million worth of fuel looks like," said Mary Kellmanson, Winn-Dixie's group vice president of marketing. "That gives you an idea of the savings of fuelperks! And that's on top of the savings found by shopping at Winn-Dixie."

BI-LO has launched fuelperks! in Greenville, Spartanburg and Anderson, S.C., Asheville and Charlotte, N.C., and Chattanooga, Tenn. since 2009.

The fuelperks! program is an alliance with Dallas-based Excentus Corp., a retail marketing coalition specializing in fuel-based reward programs, and Shell.

(Click here for previous CSP Daily News coverage.)

Under the terms of the definitive agreement, BI-LO will acquire all of the outstanding shares of Winn-Dixie stock in the merger. Winn-Dixie shareholders will receive $9.50 in cash per share of Winn-Dixie common stock, representing a premium of approximately 75% over the closing price of Winn-Dixie common stock on December 16, 2011.

The full board unanimously approved the agreement and recommends Winn-Dixie shareholders vote in favor of the transaction.

The transaction is expected to close in the next 60 to 120 days, subject to the approval of Winn-Dixie shareholders and other customary closing conditions. Following the completion of the merger, Winn-Dixie will become a privately held, wholly owned subsidiary of BI-LO and Winn-Dixie's common stock will cease trading on the NASDAQ

Founded in 1961 and based in Greenville, S.C., BI-LO operates 207 supermarkets, including approximately 116 in-store pharmacies, in North Carolina, South Carolina, Georgia and Tennessee. It employs approximately 17,000 people.

Founded in 1925 and based in Jacksonville, Fla., Winn-Dixie operates approximately 480 retail grocery locations, including approximately 380 in-store pharmacies, in Florida, Alabama, Louisiana, Georgia and Mississippi. It employs approximately 46,000 people.