The Kroger Co. and Roundy’s, Inc. have announced a definitive merger agreement under which Kroger will purchase all outstanding shares of Roundy’s for $3.60 per share in cash.
The transaction price represents a premium of approximately 65 percent to the Roundy’s closing share price on November 10, 2015. The terms of the agreement were unanimously approved by the boards of directors of both companies.
Under the terms of the merger agreement, Kroger will commence a tender offer for all of the outstanding shares of Roundy’s common stock. Any shares of Roundy’s common stock not acquired in the tender offer will be acquired by Kroger in a subsequent merger. The transaction is subject to Roundy’s stockholders tendering at least a majority of the outstanding shares of Roundy’s common stock in the tender offer, certain regulatory approvals, and other customary closing conditions. The transaction is not subject to any financing conditions. Willis Stein & Partners and its affiliates, holders of approximately 7 percent of the outstanding shares of Roundy’s common stock, have agreed to tender their shares. The transaction is expected to close before the end of the 2015 calendar year. The merger agreement contains a 30-day go-shop period, which commences on the date of the merger agreement.
“We are delighted to welcome Roundy’s to the Kroger family,” said Rodney McMullen, Kroger’s Chairman and Chief Executive Officer. “With a team of 22,000 talented associates, outstanding store locations, and a shared commitment to putting customers first, we are excited about Roundy’s future growth.”
“Mergers for Kroger always involve both parties bringing something to the table,” McMullen said. “We admire what Bob Mariano has done with the Mariano’s banner in Chicago, where he has created an urban format that is resonating with customers, and we expect to apply Roundy’s experience to our stores in urban areas around the country. Kroger’s scale and strong financial position will enable Roundy’s to reinvest in its home state of Wisconsin while continuing to grow in Chicago. Together, we are committed to investing in Roundy’s people, communities, stores and merchandising to deliver a fantastic customer experience that will create opportunities for associates, grow customer loyalty and revenue, and create value for shareholders.”
Robert A. Mariano, Chairman of the Board, President and Chief Executive Officer of Roundy’s, Inc. said, “We are excited about becoming part of The Kroger Co. Kroger’s scale, knowledge and experience allows us to accelerate the strategic initiatives we have invested in and makes us a more formidable competitor in the marketplace. This is a great win for our customers, communities, employees and our shareholders, and I personally look forward to continue to exceed customer and employee expectations. “
Roundy’s brings to Kroger an expanded footprint with a complementary base of 151 stores and 101 pharmacies in new geographies including Milwaukee, Madison and northern Wisconsin, which are served under the Pick ‘n Save, Copps and Metro Market banners. The merger also expands Kroger’s presence with an innovative store format in the Chicagoland area, where Roundy’s operates 34 stores under the Mariano’s banner. Roundy’s also operates two distribution centers in Oconomowoc and Mazomanie, Wisconsin, and a commissary in Kenosha, Wisconsin. Roundy’s had revenues of nearly $4.0 billion for fiscal year 2014.
Kroger plans to finance the transaction with debt, and refinance Roundy’s existing debt of $646 million based on market conditions. Consistent with the company’s long-term commitment to returning cash to shareholders, Kroger intends to continue its quarterly dividend and share repurchase program while managing free cash flow to reduce the leverage taken on from this merger. Although the company’s net debt to EBITDA ratio will increase at the time the merger closes, Kroger expects the ratio to remain in the 2.00 – 2.20 range upon closing of the merger. Kroger is committed to maintaining its current investment grade credit rating.
Kroger expects the merger to be slightly accretive to earnings in the first full year after closing, excluding merger-related expenses. The transaction will have no effect on Kroger’s current long-term net earnings per diluted share growth rate of 8 – 11 percent, plus a growing dividend.
While Kroger expects to realize cost savings of approximately $40 million over time, the company plans to reinvest those cost savings to grow the business. Kroger has a strong history of achieving synergy goals. Being patient in achieving those goals reduces the risk of the transaction and sets the stage for sustainable growth.
Together Kroger and Roundy’s will operate 2,774 supermarkets and employ over 422,000 associates across 35 states and the District of Columbia. Following closing, Roundy’s will continue to operate its stores as a subsidiary of The Kroger Co. and will continue to be led by key members of Roundy’s senior management team. There are no plans to close stores, and associates will have employment opportunities with both companies. Roundy’s headquarters will remain in Milwaukee, Wisconsin.
Kroger and Roundy’s both strive to play a vital role in all of the communities they serve. In 2014, Kroger invested more than $280 million in local communities to provide hunger relief and support for the military and their families, breast cancer awareness programs and more than 30,000 schools and grassroots organizations. Roundy’s is similarly committed to helping communities through the Roundy’s Foundation. Chartered in 2003, the Roundy’s Foundation mission is to support organizations working to relieve hunger and helping families in crisis due to domestic abuse, neglect and other at-risk situations.
The transaction is expected to close by the end of the 2015 calendar year following the satisfaction of customary closing conditions, including successful completion of the tender offer and regulatory approval. The transaction includes customary breakup fees.
The Kroger Co. has raised a total contribution to the USO of nearly $2.9 million for 2015. This total includes a company contribution of $1 million in funds and in-kind donations totaling $250,000.
The remaining support was raised through the generosity of customers and associates who contributed at check stands, purchased special gift cards to be delivered to USO centers, or donated online throughout Kroger’s year-long Honoring Our Heroes campaign.
Kroger today also announced that as a result of its one-day Honoring our Heroes hiring event held on September 15, the company hired more than 2,000 military veterans and their family members. Kroger has hired more than 32,000 veterans since 2009 as part of its commitment to active duty troops and the nation’s 23 million veterans.
“Whether through our customer, associate and company support of the USO or creating career opportunities for transitioning service men and women, Kroger is dedicated to our nation’s active duty troops and 23 million military veterans and their families,” said Lynn Marmer, Kroger’s Group Vice President for Corporate Affairs.
As a token of appreciation for the many family dinners missed while deployed, Kroger invited troops and families to enjoy the summer barbecue experience in 11 bases across the country. Kroger also provided a taste of home by sending barbecue “fixin’s” to three international bases for our deployed troops to enjoy overseas in Camp Buehring, Kuwait; Camp Arifjan, Kuwait; and Landstuhl Regional Medical Center, Germany.
Since 2010, the Kroger family of stores, in partnership with customers, associates and vendors, has donated a total of $14.8 million to help support the military and their families – the largest cumulative gift to the USO in that organization’s history.
“The money raised by Kroger’s ‘Honoring Our Heroes’ campaign speaks volumes to their generosity and that of their customers,” saidmJ.D. Crouch II, USO CEO and President. “For nearly 75 years, the USO has kept our servicemen and women connected to their family, home and country by providing the support, programs and entertainment that keep their morale high. Partners like Kroger allow us to deliver on our important mission.”
Maple Leaf Farms, a producer of quality duck products, has added Southwest Style All Natural Boneless Duck Breast to its retail product selections.
The gourmet-flavored duck breast is marinated with a robust, Southwestern spice blend featuring garlic and cayenne pepper. The marinade enhances the duck’s delicious natural taste which makes this product great as a main menu item or an addition to salads, pasta, stir-fry, quesadillas or fajitas.
Featuring all natural ingredients, the gourmet-flavored duck breast comes with unscored skin and offers easy-to-follow cooking instructions on the inside package label.
“This is the third flavor for our marinated duck breast line,” says Duck Marketing Director Cindy Turk. “Providing the duck breasts already marinated with gourmet flavor helps consumers create restaurant-quality meals with minimal time and effort in the kitchen.”
For convenience, Maple Leaf Farms Southwest Style All Natural Boneless Duck Breast is available frozen in clear, vacuum skin packaging that gives full view of the product. Nine duck breasts (7.5 ounces each) come per case for retail stores. Branded freezer trays are also available for display of the product. Manufacturer’s suggested retail price for the Southwest Style All Natural Boneless Duck Breast is $8.95.
Empire Kosher Poultry, Inc. has just introduced a new brand logo reflecting its natural and organic product values. The brand logo is concurrent with the launch of new Empire® Kosher deli and grocery products, including the first-ever line of kosher uncured deli meat products that are minimally processed, contain no artificial ingredients, have no added nitrates or nitrites, and are made from turkey and chicken that are never administered antibiotics. Empire operates its own hatchery, humanely-raising its flocks on family farms in accordance with Empire’s standards. In addition, Empire Kosher will introduce a line of kosher, certified organic soups and broths, and a special reduced sodium chicken broth formulation certified kosher for Passover.
“Empire Kosher brand poultry and deli meat products are on-trend to meet the demands of our loyal consumers who have enjoyed Empire Kosher products for decades, as well as our growing number of millennial consumers,” stated Jeffrey N. Brown, Chief Executive Officer of Empire Kosher Poultry, Inc. “Consumers can now enjoy new products meeting the high standards for kosher and quality that Empire Kosher delivers in its natural or certified organic products, and we are extending that vision to deli meat products, value-added poultry, and soups and broths to be introduced this year at Kosherfest, the world’s largest B2B trade show for the kosher industry,” he continued. “We will continue to build upon our very strong brand recognition in the kosher market to expand into new categories, with innovative products combining our expertise in kosher with our knowledge of the natural and organic market, to meet the demands of the growing number of consumers who want both,” he concluded.
Empire Kosher’s new deli line-up debuting at Kosherfest includes natural, slow-roasted turkey breast; natural smoked turkey breast; and natural turkey pastrami in both bulk and pre-sliced 7-ounce sizes. The pre-sliced products come in resealable packaging that has a reduced environmental footprint compared to the brand’s deli line previously sold in tubs.
Family owned and operated Maryland-based, MOM’s Organic Market is opening a new store in Arlington, Virginia. “We’re excited to open our first Arlington County store!” says Founder/CEO, Scott Nash.
MOM’s does not sell products that use licensed cartoon characters to market to children.
After years of avoiding the question of what “natural” means on a food label, the federal Food and Drug Administration has been prodded into action by citizen petitions. The agency has received three petitions asking that it define the term “natural” as it is used on food labels and another petition asking the agency to prohibit the use of the turn. Federal courts have also been asking the FDA to make a determination whether food products containing ingredients produced using genetic engineering or foods containing high fructose corn syrup may be labeled as “natural,” according to the agency.
Those requests have prompted the FDA to ask members of the public to provide information and to offer comments on what they think “natural” means — or ought to mean — when it’s used on food labels as it explores the use of the term. Historically, the FDA has considered the term “natural” to mean that nothing artificial or synthetic (including all color additives regardless of source) has been included in, or has been added to, a food that would not normally be expected to be in that food. However, this policy was not intended to address food production methods, such as the use of pesticides, nor did it explicitly address food processing or manufacturing methods, such as thermal technologies, pasteurization, or irradiation. The FDA also did not consider whether the term “natural” should describe any nutritional or other health benefit.
Specifically, the FDA asks for information and public comment on questions such as:
The FDA is accepting public comments beginning on November 12, 2015. To electronically submit comments to the docket, visit http://www.regulations.gov and type FDA-2014-N-1207 in the search box.
The brewers at Samuel Adams have announced the limited release of highly-coveted Samuel Adams Utopias, a beer unlike any other. Only the ninth batch brewed since the first release in 2002, this year’s Utopias, like previous vintages, was brewed in small batches using traditional methods, blended with previous vintages going as far back as 1992, then finished in the Barrel Room at the Samuel Adams Boston Brewery.
“Sam Adams Utopias is the lunatic fringe of extreme beer. The recipe stretches the limits of the brewing process, flavor complexity, and as a by-product, alcohol content. While barrel aging is now a mainstay of a thriving craft beer community, we have been experimenting with barrel aging for nearly 25 years and this year’s batch is made from a library of barrels, some of which go as far back as 1992. This is an other-worldly beer that’s just as radical today as it was in 1992 and I am excited for drinkers to sip and savor it,” said Founder and Brewer Jim Koch.
About Samuel Adams Utopias
For beer fanatics, Samuel Adams Utopias has become one of the most sought-after beers on earth. Meant to be savored like a fine cognac or port, Utopias is a rich, uncarbonated extreme beer known for its extraordinary flavor profile. Utopias has aromas of wood, toffee, cocoa, raisin and maple, which hint at its distinctive flavors, which range from hints of molasses, earthy wood, dates, and light smoke to nuts and toffee.
With each new batch of Utopias, the brewers at Sam Adams push for a complex flavor profile, and during this process have created brews with alcohol levels reaching over 30 percent ABV; this year’s beer is 28 percent ABV and is best enjoyed as a two ounce pour in a snifter glass at room temperature. While some of the barrels have reached over 30 percent alcohol, the brewers blend down because the goal is to craft complex flavors, not an extreme alcohol percentage.
About the Barrel-Aging Process
For the 2015 Utopias, the Sam Adams brewers used a variety of malts for the brewing process and during fermentation used several strains of yeast, including one traditionally reserved for champagne. The beer was then blended with Utopias vintages from previous years including some that have been aging for more than 20 years in the Barrel Room. Aging the beer over a longer period of time accentuates the beer’s distinct vanilla notes and creates aromas of ginger and cinnamon. Some of this aged beer is over 20 years old, old enough to drink itself.
About the Brewing Process
Utopias is brewed using traditional methods. The brewers begin with a blend of two-row Caramel and Munich malts that imparts a rich, deep amber color. Noble hops – Hallertau Mittelfrueh, Spalt Spalter and Tettnang Tettnanger – are also added to lend complexity and balance. During fermentation, several yeast strains are used, including one normally reserved for champagne which the brewers call a “ninja yeast.” This fresh beer is then blended with a variety of different barrel-aged beers and “finished” in a variety of barrels to impart additional complexity and flavor.
About the Finishing Barrel Process
This release of Samuel Adams Utopias also uses a blend of beer finished in a variety of barrels. “Finishing” is a creative way for the brewers to impart additional flavor from a variety of barrels before the beer is bottled. This final step of finishing the beer lasts several months before the beer is bottled and imparts flavors ranging from fruit like cherry and raisin to chocolate, leather and oak. The multi-step and lengthy process results in flavors reminiscent of a rich vintage Port, fine Cognac, or aged Sherry, while feeling surprisingly light on the palate.
New this year, the brewers used White Carcavelos wine barrels to finish the beer, in addition to barrels that once housed cognac, Armagnac, ruby port, sweet Madeira, and Buffalo Trace Bourbon. White Carcavelos wine barrels help to amplify the dried fruit and oak flavors of this year’s Utopias. Carcavelos wines are blended and fortified like a port, are off dry and topaz colored with nutty aromas and flavors. Carcavelos comes from a small region of Portugal and the barrels are very rare, which made the Sam Adams brewers all the more excited to experiment with them as finishing barrels.
Where to find Utopias:
The first batch of Utopias bottles can be found in the hands of Samuel Adams employees. Since Utopias was first released, each bottle number corresponds with when each employee was hired, making Founder and Brewer Jim Koch number 1 and Brewer Dean Gianocostas number 2. For all other beer lovers, fewer than approximately 10,000 bottles of Samuel Adams Utopias can be found at select specialty beer and liquor stores for a suggested retail price of $199 per bottle. Price varies by market.
A $4.8 million renovation of Albertsons Culinary Kitchens & Technical Center is now complete. The project, which was in development before the Albertsons-Safeway merger was announced, came to fruition this month in a 33,000-square-foot facility in Dublin, California, near the company’sPleasanton corporate campus.
“Our company is passionate about running really great stores, and key to that is providing our customers with the products they want, just as Joe Albertson did when he opened his first store 76 years ago,” said Shane Sampson, Chief Marketing and Merchandising Officer. “As grocers, we love challenging our culinary team to come up with new Own Brands products that keep pace with the changing tastes and preferences of customers in every neighborhood we serve. Our Culinary Kitchens & Technical Center helps make that happen across all of our stores.”
The Culinary Kitchens & Technical Center is a state-of-the-art facility that enables the company’s stores like Albertsons, Safeway, Jewel-Osco, Vons and Carrs to provide customers with products developed to their tastes. The facility has sophisticated capabilities in culinary development and food technology, with a special focus on fresh selections in service deli, meat, seafood, produce, and bakery departments. In addition to its staff of 70 culinary specialists, the facility also contains equipment to replicate manufacturing plant, store and home kitchen environments.
Affinity Beverage Group, Inc., a publicly traded company, announced that it has acquired a majority interest in Village Tea Company Distribution, Inc. Village Tea, headquartered in National Harbor, Maryland, is the owner of the Village Tea Company brand of premium loose leaf teas and tea accessories. Village Tea Company sources high-quality, unique teas that are blended to create distinct flavor combinations which are packaged in a variety of creative and earth-friendly ways for wholesale and retail sales. The brand has been sold in several major retailers in North America including Vitamin Shoppe®, Whole Foods® Markets, Winners®, HomeSense®, Akins/Chamberlin® Natural Foods Markets and many other independent specialty and grocery store retailers. Village Tea Company products are also available through e-commerce retailers such as Amazon, the company’s own website, www.villageteaco.com and other online retailers. Village Tea Company also recently acquired distribution rights for Pura Organic Agave sweeteners, which will be available at select U.S. retailers in the coming weeks.
Affinity CEO Janon Costley will remain in his role as CEO of Village Tea Company Distribution, Inc., while Affinity advisory board member and Village Tea Company founder, Martin Ekechukwu will continue in his role as Brand Manager and President. “Acquiring Village Tea Company was at the forefront of our thought process when we decided to build a health and wellness lifestyle brand building and acquisition platform with Affinity Beverage Group. We have learned some important lessons over the past couple of years while trying to find the proper platform to grow Village Tea Company, so it was extremely important to us that we put the company into the best situation that would allow us to have full control of our strategic growth strategy that will enable us to maximize the tremendous potential of the brand and its distribution platform. We feel that Village Tea Company is poised for exponential growth over the course of the next several years, and Affinity gives us the best opportunity to fulfill those expectations,” Costley said.
With the increased emphasis on health and wellness in the U.S. tea market, the $6 billion global tea industry has seen exponential growth over the past five years with the ever-increasing popularity of gourmet and boutique tea brands and retail outlets accounting for nearly 35 percent of the global tea market, the Village Tea Company is properly positioned for exponential growth over the course of the next several years. Over the past year, Village Tea Company has created a platform that will enable it to increase its sales footprint in existing channels of distribution in health and wellness specialty and grocery stores and e-commerce but also to increase its presence in mainstream grocery, clubs, mass and drug store chains as well as into hospitality, food service and restaurants.
Village Tea Company is no longer just about tea, as it is also using its unique positioning in the marketplace to create a distribution platform to introduce other complementary health and wellness lifestyle brands and products. As it looks toward the future, the company will continue to seek opportunities to leverage its product development team and distribution experience as well as the resources of its trade partners to explore various brand extension opportunities into new categories such as tea accessories, K-cups, various tea based products, retail, co-branded tea infused nutritional beverages and strategic distribution opportunities.
By Lorrie Baumann
Sweet Earth Natural Foods, which makes award winning, all natural plant-based foods, is on a mission to persuade more Americans that plant-based foods can be an affordable, convenient and delicious way to eat less meat. “Our food is plant based, but not just for vegetarians and vegans – everyone wants to eat more vegetables and whole grains,” said Sweet Earth Natural Foods CEO Kelly Swette. “We want mainstream customers who are trying to eat less meat because they recognize it has a negative effect on their health and the environment. Plant-based foods are simply more sustainable.”
Sweet Earth offers a range of heat-and-eat products made with plant-based meat alternatives that consumers will recognize as options for multiple day parts, starting with breakfast. They include burritos, veggie burgers, seed based energy bars and the company’s newest products, Farmstand Flaxbread Breakfast Sandwiches, which respond to the breakfast-food-all-day trend that fast food restaurants are embracing enthusiastically. “It’s nice for people to have a delicious portable option that doesn’t require a spoon. And, that portability is what makes breakfast all day work,” Swette said.
“Breakfast sandwiches are also for people who want comfort convenient foods without compromising flavor,” she added. “We see that as one of the areas where we have been particularly innovative.”
The Farmstead Flaxbread Breakfast Sandwiches come in the kind of range you’d expect from a line of breakfast sandwiches, except that a plant-based meat alternative has replaced the sausage, bacon or ham you’d find in a conventional breakfast sandwich. One variety comes with cage free eggs, sharp cheddar and meatless Benevolent Bacon™ on a bun made with whole wheat, oat bran and flaxseed. This variety provides 14.5 grams of whole grains, 22 grams of protein and 5 grams of fiber. Other varieties are similar, and there’s even a vegan version in which meatless Harmless Ham™, a spicy chickpea patty and a sun-dried tomato spread are sandwiched on the bun. Each variety is packaged as a two-pack that retails for $4.49. Swette notes, “We have a version that’s vegan, but we also have egg sandwiches too. We’ve chosen mainstream flavors like ham and Swiss, bacon and Cheddar that people love. We know that people are interested in protein, fiber, vitamins and minerals, but we also think they are increasingly looking for clean proteins, free of preservatives, hormones and antibiotics.”
Sweet Earth’s burrito line also hits the mark on portability and convenience. There’s a line that’s designed around breakfast flavors and a range that’s based on food truck-type fusions of international flavors. The Peruvian Burrito, for instance, is filled with black beans, red quinoa, sweet potato, goat cheese, roasted corn and spirulina, while the Santa Cruz is filled with a classic Southwest blend of pinto beans, Monterey Jack cheese, oregano and a tangy salsa.
Sweet Earth’s products are, in general, not for the consumer who’s avoiding gluten. “That really isn’t our point of view,” Swette said. “We are more focused on what we put into the product: real vegetables, whole grains, and the natural consequences are more fiber, vitamins and inherently healthy food.”
Sweet Earth Natural Foods products are distributed by UNFI and are available in Whole Foods, Target, Kroger and other retailers nationwide.