NEW YORK, March 25, 2016 /PRNewswire/ -- Certain funds
affiliated with Apollo Global Management, LLC (NYSE: APO) (together
with its consolidated subsidiaries, "Apollo") announced the commencement of a cash
tender offer to purchase all of the outstanding shares of common
stock of The Fresh Market, Inc. (NASDAQ: TFM) ("The
Fresh Market"). The tender offer is being made pursuant to the
merger agreement (the "Merger Agreement") announced by Apollo and The Fresh Market on March 14, 2016 under which certain funds
affiliated with Apollo, a leading
global alternative investment manager, and certain other investors
will acquire The Fresh Market for approximately $1.36 billion.
The $28.50 per share all-cash
tender offer represents a premium of approximately 24% over The
Fresh Market's closing share price on March
11, 2016, the last trading day before the announcement of
the Merger Agreement, and a premium of approximately 53% over the
February 10, 2016 closing share
price, the day prior to press speculation regarding a potential
transaction, and is being made pursuant to an Offer to Purchase,
dated March 25, 2016.
A tender offer statement on Schedule TO that includes the Offer
to Purchase and related Letter of Transmittal that set forth the
terms and conditions of the tender offer will be filed today by the
affiliates of Apollo making the
offer. Additionally, The Fresh Market will file with the U.S.
Securities and Exchange Commission (the "SEC") a
solicitation/recommendation statement on Schedule 14D-9 that
includes the recommendation of The Fresh Market's board of
directors that The Fresh Market stockholders tender their shares in
the tender offer.
The tender offer will expire at 12:00 midnight (New York City time) on April 21, 2016 (one minute after 11:59 P.M. New York
City time on April 21, 2016),
unless the offer period is extended in accordance with the merger
agreement and the applicable rules and regulations of the SEC. The
completion of the tender offer will be conditioned on The Fresh
Market's stockholders tendering at least a majority of The Fresh
Market's outstanding shares, the expiration or early termination of
the waiting period under the Hart-Scott-Rodino (HSR) Antitrust
Improvement Act of 1976, and other customary closing conditions.
Ray Berry and Brett Berry, who collectively own through
affiliates approximately 9.8% of The Fresh Market's outstanding
shares, have agreed to exchange a portion of their shares (the
"Rollover Shares") for a continued equity investment in the
business pursuant to a rollover, contribution and exchange
agreement and have agreed not to tender the Rollover Shares in the
tender offer.
If, as a result of the tender offer, the Apollo funds and such other investors hold
shares (other than Rollover Shares) that represent at least one
share more than 50% of all the issued and outstanding shares of The
Fresh Market's common stock, and subject to the satisfaction or
waiver of the remaining conditions set forth in the Merger
Agreement, The Fresh Market will, as soon as is practicable, merge
with a subsidiary of the Apollo
funds and such other investors, with The Fresh Market surviving as
an indirect wholly owned subsidiary of the Apollo funds and such other investors, under
Section 251(h) of the Delaware General Corporation Law, without
prior notice to, or any action by, any other stockholder of The
Fresh Market.
D.F. King & Co., Inc. is
acting as information agent for Apollo in the tender offer. American Stock
Transfer & Trust Company, LLC is acting as depositary and
paying agent in the tender offer. Requests for documents and
questions regarding the tender offer may be directed to
D.F. King & Co., Inc. by
telephone at (800) 283-3192 or banks and brokers may call (212)
493-3910, or by email at infoagent@dfking.com.
About Apollo
Apollo (NYSE: APO), a leading
global alternative investment manager with offices in New York, Los
Angeles, Houston,
Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Singapore, Mumbai, Delhi, Shanghai and Hong
Kong. Apollo had assets
under management of approximately $170
billion as of December 31,
2015, in private equity, credit and real estate funds
invested across a core group of nine industries where Apollo has considerable knowledge and
resources. For more information about Apollo, please visit www.agm.com.
Forward-Looking Statements
This press release contains "forward-looking statements."
Words such as "believe," 'intend," "demonstrate," "expect,"
"estimate," "anticipate," "should" and "likely" and similar
expressions identify forward-looking statements. In addition,
statements that are not historical should also be considered
forward-looking statements. Readers are cautioned not to place
undue reliance on those forward-looking statements, which speak
only as of the date the statement was made. Such forward-looking
statements are based on current expectations that involve a number
of known and unknown risks, uncertainties and other factors which
may cause actual events to be materially different from those
expressed or implied by such forward-looking statements. These
risks include uncertainties associated with the Apollo tender offer and the merger, including
uncertainties as to the timing of the tender offer and merger,
uncertainties as to how many of The Fresh Market's stockholders
will tender their shares in the offer, the risk that competing
offers will be made, and the possibility that various closing
conditions for the transaction may not be satisfied or waived.
Other factors may cause The Fresh Market's actual results to differ
materially from those expressed or implied in the forward-looking
statements and such factors are discussed in The Fresh Market's
filings with the U.S. Securities and Exchange Commission ("SEC"),
including its Annual Report on Form 10-K for the fiscal year ended
January 31, 2016, and subsequent
reports filed by The Fresh Market with the SEC. Copies of The Fresh
Market's filings with the SEC may be obtained, free of charge, from
The Fresh Market at ir.thefreshmarket.com or by directing a request
to Fresh Market's Investor Relations, at 336-615-8065 or
investorrelations@thefreshmarket.com. or on the SEC's website
at www.sec.gov. In addition, other factors may cause
Apollo's actual results to differ
materially from those expressed or implied in the forward-looking
statements and such factors are discussed in Apollo's filings with the SEC, including its
Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and subsequent reports filed
by Apollo with the SEC. Copies of
Apollo's filings with the SEC may
be obtained on the SEC's website at
www.sec.gov.
The forward-looking statements included in this announcement
are made as of the date hereof. Apollo is not under any obligation to (and
expressly disclaims any such obligation to) update any of the
information in this press release if any forward-looking statement
later turns out to be inaccurate whether as a result of new
information, future events or otherwise, except as otherwise may be
required by the federal securities laws.
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. This communication is
for informational purposes only. The tender offer transaction
commenced by affiliates of Apollo
is being made pursuant to a tender offer statement on Schedule TO
(including the Offer to Purchase, a related Letter of Transmittal
and other offer materials)to be filed by such affiliates of
Apollo with the U.S. Securities
and Exchange Commission (SEC). In addition The Fresh Market will
file a Solicitation/Recommendation statement on Schedule 14D-9 with
the SEC related to the tender offer. Prior to making any decision
regarding the tender offer, The Fresh Market stockholders are
strongly advised to read the Schedule TO (including the Offer to
Purchase, a related Letter of Transmittal and other offer
materials) and the related Solicitation/Recommendation statement on
Schedule 14D-9 when they become available. The Fresh Market
stockholders will be able to obtain the Schedule TO (including the
Offer to Purchase, a related Letter of Transmittal and other offer
materials) and the related Solicitation/Recommendation statement on
Schedule 14D-9 at no charge on the SEC's website at
www.sec.gov. In addition, the Schedule TO (including the
Offer to Purchase, a related Letter of Transmittal and other offer
materials) and the related Solicitation/Recommendation statement on
Schedule 14D-9 may be obtained free of charge from D.F. King & Co., Inc., 48 Wall Street, 22nd
Floor, New York, NY 10005,
Telephone Number (800) 283-3192 or banks and brokers may
call (212) 493-3910, the information agent for the tender
offer.
Media Contact:
Apollo Global Management, LLC
Gary M. Stein, 212-822-0467
gstein@apollolp.com
Noah Gunn, 212-822-0540
ngunn@apollolp.com
or
Rubenstein Associates, Inc. for Apollo Global Management,
LLC
Charles Zehren, 212-843-8590
czehren@rubenstein.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/certain-funds-affiliated-with-apollo-global-management-announce-commencement-of-tender-offer-for-all-outstanding-shares-of-the-fresh-market-300241401.html
SOURCE Apollo Global Management