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Central Grocers Gets Go-Ahead to Explore Sale

On Tuesday, April 25, Teamsters Local 703 and Central Grocers reached an understanding to resolve the union’s action for a temporary restraining order. Local 703 originally filed the action in federal court on April 18 based on information that Central Grocers would sell its facility in Joliet, Illinois.

The Teamsters represent approximately 300 members at Central Grocers, the supplier to hundreds of retail grocery stores in Illinois and majority owner of Strack & Van Til stores in Indiana.

Local 703 had sought an injunction of any sale, including a temporary restraining order, pending arbitration of the union’s claim that the sale would violate its labor contracts. Local 703 now has agreed to withdraw the action, without prejudice to re-filing, in exchange for certain assurances from Central Grocers regarding a potential transaction and receipt of certain confidential information that will allow the Teamsters to better assess the transaction and its potential impact on the labor contracts and members.
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The arrangement will allow the seller and buyer to proceed with exploration of the potential transaction without the disruption of litigation, while giving Local 703 new and concrete information necessary to better protect its interests and the interests of its members.

“Withdrawing our original action at this time is in the best interest of the union and our membership,” said Thomas W. Stiede, Secretary-Treasurer of Local 703. “Preserving our strong labor agreements in the grocery industry is paramount. The Teamsters will continue to work to gather information in the effort to protect members and prepare for what the future may hold.”

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Kroger Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Corporation

The Kroger Co. received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC Capital) to purchase up to 4 million Kroger common shares at a price of $28.70 per share in cash. The offering price is 4.24 percent below the closing price per share of Kroger’s common shares on April 13, 2017, the last trading day before the offer was commenced. The offer is for approximately 0.44 percent of the common shares outstanding.

Kroger does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares because the offer is at a price below the current market price for Kroger’s shares and subject to numerous conditions. Kroger is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
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Mini-tender offers seek to acquire less than 5 percent of a company’s shares outstanding. Consequently, they can avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules that apply to offers for more than 5 percent of a company’s shares outstanding.