Court Enjoins Merger Pending Further Order; Whole Foods Market Extends Tender Offer for Outstanding Shares of Common Stock of Wild Oats Markets
On August 20, 2007, the United States Court of Appeals for the District of Columbia Circuit issued an order enjoining the merger pending further order.
22/08/07 Whole Foods Market, Inc. announced that based on the United States Court of Appeals for the District of Columbia Circuit's order enjoining the merger with Wild Oats Markets, Inc. pending further order, it has extended the expiration date for its tender offer to purchase outstanding shares of Wild Oats Markets to 5:00 p.m., Eastern time, on Monday, August 27, 2007.
"The purpose of the stay order is to give the court sufficient opportunity to consider the merits of the motion for an injunction and should in no way be construed as a ruling on the merits," said Paul Denis of Dechert LLP, lead litigation counsel on behalf of Whole Foods Market. "We will file our responsive brief by Wednesday afternoon and the FTC has until noon, Eastern Time Thursday, to file their response. We will then hope for a quick ruling that legally clears the way for the merger to move forward."
As of the close of business on August 17, 2007, a total of 20,376,834 shares of common stock of Wild Oats, which represent approximately 68.1% of the 29,926,251 shares that were outstanding as of July 27, 2007 (according to the most recent Quarterly Report on Form 10-Q filed by Wild Oats) have been tendered and not withdrawn pursuant to the tender offer.
On February 21, 2007, Whole Foods Market entered into a merger agreement with Wild Oats, pursuant to which Whole Foods Market, through a wholly-owned subsidiary, has commenced a tender offer to purchase all of the outstanding shares of Wild Oats at a purchase price of $18.50 per share in cash. On June 7, 2007, the FTC filed a suit in the federal district court to block the proposed acquisition on antitrust grounds and seeking a temporary restraining order and preliminary injunction pending a trial on the merits. Whole Foods Market and Wild Oats consented to a temporary restraining order pending a hearing on the preliminary injunction, which concluded on August 1, 2007. On August 16, 2007, the U.S. District Court for the District of Columbia denied the FTC's motion for a preliminary injunction. In order to permit an orderly review by the District Court and the Court of Appeals, Whole Foods and Wild Oats agreed not to consummate the transaction until noon on Monday, August 20, 2007 in order to permit the FTC to have an opportunity to request a stay of the District Court's decision pending appeal. On August 17, 2007, the District Court issued an order denying the FTC's request for a stay pending appeal. On August 20, 2007, the United States Court of Appeals for the District of Columbia Circuit issued an order enjoining the merger pending further order.
