12.06.2007 22:15:00
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Whole Foods Market and Wild Oats Markets Announce U.S. District Court Hearing Schedule for FTC Complaint Regarding Merger
Whole Foods Market, Inc. (NASDAQ: WFMI) and Wild Oats Markets, Inc.
(NASDAQ: OATS) today announced the U.S. District Court for the District
of Columbia has scheduled a preliminary injunction hearing to begin on
July 31, 2007 and to conclude on August 1, 2007 to decide whether to
approve the U.S. Federal Trade Commission’s
(FTC) application for an injunction to block the proposed merger between
the two companies. Whole Foods Market and Wild Oats Markets have
consented to a temporary restraining order pending the hearing.
On February 21, 2007, Whole Foods Market and Wild Oats Markets entered
into a merger agreement pursuant to which Whole Foods Market commenced a
tender offer to purchase all the outstanding shares of Wild Oats Markets
at a purchase price of $18.50 per share in cash, plus assumed debt. As
previously announced, the FTC provided notice of its intent to file a
complaint in the U.S. District Court for the District of Columbia
seeking to block the proposed acquisition of shares pursuant to the
tender offer. The FTC did file such complaint with the U.S. District
Court for the District of Columbia on June 7, 2007. Whole Foods Market
and Wild Oats Markets plan to cooperate to challenge the FTC’s
opposition to the merger.
About Whole Foods Market
Founded in 1980 in Austin, Texas, Whole Foods Market®
is a Fortune 500 company and one of the leading retailers of natural and
organic foods. The Company had sales of $5.6 billion in fiscal year 2006
and currently has 195 stores in the United States, Canada and the United
Kingdom.
About Wild Oats Markets
Wild Oats Markets, Inc. is a nationwide chain of natural and organic
foods markets in the U.S. and Canada. With more than $1.2 billion in
annual sales, Wild Oats currently operates 109 natural food stores in 23
states and British Columbia, Canada. Wild Oats’
markets include: Wild Oats Marketplace, Henry's Farmers Market, Sun
Harvest and Capers Community Markets. For more information, please visit
the Wild Oats website at www.wildoats.com.
Whole Foods Market Safe Harbor Statement and Securities Law Disclosure
The following constitutes a "Safe Harbor" statement under the Private
Securities Litigation Reform Act of 1995: Except for the historical
information contained herein, the matters discussed in this press
release are forward-looking statements that involve risks and
uncertainties, which could cause Whole Foods Market’s
actual results to differ materially from those described in the forward
looking statements. These risks include but are not limited to general
business conditions, the timely development and opening of new stores,
the impact of competition, and other risks detailed from time to time in
Whole Foods Market's SEC reports, including the reports on Form 10-K for
the fiscal year ended September 24, 2006. Whole Foods Market undertakes
no obligation to update forward-looking statements.
Securities Law Disclosure: The description contained herein is neither
an offer to purchase nor a solicitation of an offer to sell shares of
Wild Oats Markets, Inc. Whole Foods Market, Inc. and WFMI Merger Co.
have filed with the Securities and Exchange Commission a tender offer
statement on Schedule TO and certain amendments thereto, and have mailed
an offer to purchase, forms of letter of transmittal and related
documents to Wild Oats' stockholders. Wild Oats has filed with the
Securities and Exchange Commission, and has mailed to Wild Oats'
stockholders, a solicitation/recommendation statement on Schedule 14D-9
with respect to the tender offer. These documents contain important
information about the tender offer, including the terms of the tender
offer, and stockholders of Wild Oats are urged to read them carefully.
Stockholders of Wild Oats may obtain a free copy of these documents and
other documents filed by Wild Oats or Whole Foods Market with the
Securities and Exchange Commission at the website maintained by the
Securities and Exchange Commission at http://www.sec.gov
or by contacting the information agent for the tender offer, Georgeson
Inc., at (212) 440-9800 or (866) 313-2357 (toll free), or the dealer
manager for the tender offer, RBC Capital Markets Corporation, at (415)
633-8668 or (800) 777-9315 x8668 (toll free).
Wild Oats Markets Risk Factors and Uncertainties
This release contains forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995, which involve risks
and uncertainties. Such forward-looking statements include: the number
of stores Wild Oats Markets plans to open, remodel and relocate in the
future, and the anticipated performance of such stores; the amount of
capital expenditures required to open or remodel stores; expected future
comparable store sales, revenues and earnings per share, future
financial measures and prospects for favorable growth and performance,
the likelihood of receipt of regulatory consents to, and the timing of
the consummation of the proposed tender offer and merger, and Wild Oats
Markets’ ability, within a reasonable time
period, to identify and hire a chief executive officer with the vision
and ability to continue Wild Oats Markets growth.
The statements made by Wild Oats Markets are based on management’s
present expectations, and actual results may differ from the results
indicated or otherwise implied by such forward-looking statements due to
certain risks and uncertainties including, but not limited to: Wild Oats
Markets’ ability to execute, the results of
merchandising and marketing programs, the impact of competition, the
pending merger and other factors as are set forth in Wild Oats Markets’
SEC filings, including the Annual Report on Form 10-K for the fiscal
year ended December 30, 2006 and Wild Oats Markets’
quarterly reports on Form 10-Q. These risk factors may not be an
all-inclusive enumeration of the business risks faced by Wild Oats
Markets. Investors should recognize that the reliability of any
projected financial data diminishes the farther in the future the data
is projected.
The statements made by management of Wild Oats Markets and summarized
above represent their views as of the date of this press release, and it
should not be assumed that the statements made herein remain accurate as
of any future date. Wild Oats Markets does not intend to update these
statements and undertakes no duty to any person to effect any such
update under any circumstances.
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