SUPERVALU INC. (NYSE:SVU) today confirmed that Blackwells
Capital (“Blackwells”) has provided a notice of its intention to
nominate six director candidates to stand for election to the Board
of Directors at the Company’s 2018 Annual Meeting of Stockholders.
The date of the Company’s 2018 Annual Meeting has not yet been
announced.
The Company notes that Blackwells publicly and privately
announced its intent to nominate three director candidates to the
SUPERVALU Board last month. However, Blackwells has now proposed to
replace six of nine Board members. Such an attempt effectively
seeks control of the Company, without paying a premium to all
stockholders, and clearly seeks representation that is highly
disproportionate to Blackwells’ stake, which is approximately 2% of
SUPERVALU shares when excluding out-of-the-money options held by
Blackwells.
The SUPERVALU Board of Directors issued the following
statement:
SUPERVALU’s
Transformation is Well Underway and Showing Results
Over the last two years, SUPERVALU has been
rapidly and strategically transforming its business to be the
grocery supplier of choice for retailers throughout the United
States. The Board and management team are committed to delivering
value for all stockholders, have been and continue to proactively
develop and pursue opportunities to create stockholder value, and
remain open-minded regarding ideas that enhance stockholder
value.
The execution of our Wholesale strategy is
showing results, as we have added more than $5 billion in run rate
sales in the last two years to bring our Wholesale business to
nearly $13 billion, or approximately 75% of the Company’s total
annual sales. We have appointed new leadership in Wholesale to
drive operational improvements and ensure smooth integrations of
two key acquisitions. We have also appointed new leadership in
Retail to make fundamental changes to this business and better
align initiatives with our Wholesale operations.
Further, our Board and management team have
been strong stewards of the Company’s capital and assets. With the
sale of Save-A-Lot for approximately $1.3 billion at the end of
2016, we immediately improved our balance sheet and created the
flexibility needed to execute our transformation strategy. We have
continued to move forward with our strategy, which was publicly
announced prior to Blackwells’ involvement in the Company, and have
significantly grown our Wholesale business, are working to monetize
select real estate assets through sale leaseback transactions, and
continue to pursue the optimization of our Retail portfolio. In
fact, earlier this month, we signed definitive agreements to sell
21 of our 38 Farm Fresh Food & Pharmacy stores, demonstrating
continued traction in the execution of our strategy.
SUPERVALU Benefits
from a Strong and Experienced Board
The Board has made refreshment a priority in
recent years, with two of our nine highly qualified directors
having joined the Board in the past two years, and six of our nine
directors having served on the Board for less than five years. The
Board is composed of proven leaders with diverse experience
spanning the wholesale, retail, finance, accounting and food
industries. With a mix of new and tenured directors overseeing the
Company’s ongoing transformation, our directors collectively bring
the skills, expertise and knowledge of SUPERVALU and our industry
needed to oversee execution of the Company’s operational and
strategic plans.
SUPERVALU Has
Attempted to Work Constructively With Blackwells
The Board and management team already have
SUPERVALU’s transformation strategy well underway, and do not
believe the changes to the Board proposed by Blackwells are
necessary to ensure the continued execution of the Company’s
initiatives to create stockholder value.
As previously disclosed, members of our Board
and management team have had several discussions and meetings with
representatives of Blackwells over the last several months to
discuss overlapping objectives and attempt to reach a constructive
path forward. Nonetheless, Blackwells has chosen to respond with a
public campaign and an attempt to take effective control of the
Company.
However, and as previously announced, we are
committed to Board refreshment and will consider Blackwells’
candidates as we would any other potential directors to assess
their ability to add value to the Board and the Company for the
benefit of all stockholders.
The Board’s Corporate Governance and Nominating Committee will
present its formal recommendation regarding director nominations in
the Company's definitive proxy materials, which will be filed with
the Securities and Exchange Commission in due course. SUPERVALU
stockholders are not required to take any action at this time.
About SUPERVALU INC.
(The following information does not include Associated Grocers
of Florida which became part of SUPERVALU on December 8, 2017)
SUPERVALU INC. is one of the largest grocery wholesalers and
retailers in the U.S. with annual sales of approximately $16
billion. SUPERVALU serves customers across the United States
through a network of 3,324 stores composed of 3,111 wholesale
primary stores operated by customers serviced by SUPERVALU's food
distribution business and 213 traditional retail grocery stores
operated under five retail banners in six geographic regions (store
counts as of December 2, 2017). Headquartered in Minnesota,
SUPERVALU has approximately 31,000 employees. For more information
about SUPERVALU visit www.supervalu.com.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.
Except for the historical and factual information, the matters
set forth in this news release, particularly those pertaining to
SUPERVALU’s efforts and initiatives to transform its business and
assets and SUPERVALU’s expectations regarding the potential impact
of those efforts and initiatives on its future operating results,
and other statements identified by words such as "estimates"
"expects," "projects," "plans," "intends," "outlook" and similar
expressions are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially, including the ability to execute on the initiatives on
a timely basis or at all, the ability to recognize the expected
benefits of the initiatives, the potential for disruption to the
business during the process, the ability to effectively manage
organization changes during the pendency of or following any
transaction, and other risk factors relating to the business or
industry as detailed from time to time in SUPERVALU's reports filed
with the SEC. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
news release. For more information, see the risk factors described
in SUPERVALU’s Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and other filings with the SEC. Unless legally required,
SUPERVALU undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Important Stockholder Information and Where You Can Find
It
SUPERVALU plans to file with the SEC and mail to its
stockholders a definitive proxy statement and accompanying
definitive WHITE proxy card in connection with
its 2018 Annual Meeting of Stockholders. The definitive proxy
statement will contain important information about SUPERVALU, the
2018 Annual Meeting of Stockholders and related matters. INVESTORS
AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT,
THE ACCOMPANYING WHITE PROXY CARD AND ANY OTHER
RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
SUPERVALU, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies
from SUPERVALU’s stockholders in connection with the matters to be
considered at its 2018 Annual Meeting of Stockholders. Information
regarding the names of SUPERVALU’s directors and executive officers
and their respective interests in SUPERVALU by security holdings or
otherwise is set forth in SUPERVALU’s definitive proxy statement
for the 2017 Annual Meeting of Stockholders, filed with the SEC on
June 5, 2017. To the extent holdings of such participants in
SUPERVALU’s securities have changed since the amounts described in
the proxy statement for the 2017 Annual Meeting of Stockholders,
such changes have been reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership
on Form 4 filed with the SEC. Additional information regarding the
interests of these participants in any proxy solicitation and a
description of their direct and indirect interests, if any, by
security holdings or otherwise, will also be included in the
definitive proxy statement for the 2018 Annual Meeting of
Stockholders, the accompanying definitive WHITE proxy card and other relevant
solicitation materials and in Form 3s and Form 4s filed by
SUPERVALU’s directors and executive officers after the date of the
definitive proxy statement. These documents (when they become
available), and any and all documents filed by SUPERVALU with the
SEC, may be obtained by investors and stockholders free of charge
on the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180322005637/en/
SUPERVALU INC.For Investors:Steve Bloomquist,
952-828-4144steve.j.bloomquist@supervalu.comorFor Media:Jeff
Swanson, 952-903-1645jeffrey.s.swanson@supervalu.comorJoele Frank,
Wilkinson Brimmer KatcherJames Golden / Leigh
Parrish212-355-4449
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