TMCnet News
SUPERVALU Mails Letter to StockholdersSUPERVALU INC. (NYSE:SVU) today announced that it has mailed a letter to its stockholders in connection with the Company's upcoming 2018 Annual Meeting of Stockholders, to be held on August 16, 2018. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180718005364/en/ (Graphic: Business Wire) Highlights of the letter include:
The full text of the letter is as follows: July 18, 2018 Dear Fellow Stockholder: We are writing to encourage you to elect our highly qualified directors at SUPERVALU's upcoming Annual Meeting of Stockholders ("Annual Meeting") to be held on August 16, 2018. Under the leadership and direction of your Board, SUPERVALU continues to take decisive actions to fundamentally transform the Company. Your vote is very important. Blackwells Capital, a New York-based alternative investment firm, is trying to seize control of your Board by proposing to replace six of nine directors. Blackwells' attempt for majority control of the Board, without paying a premium to all stockholders, is highly disproportionate to its purported ownership stake in SUPERVALU. In fact, through hedging strategies, Blackwells' exposure to the Company is substantially less than it represents. While Blackwells claims that it has a 7.7% ownership interest in SUPERVALU, analysis of the detailed information it has provided in its filings shows that Blackwells' exposure to the Company's shares is significantly lower.1
We urge you to protect the value of your investment and vote "FOR ALL" of the Company's director candidates using the enclosed WHITE proxy card. SUPERVALU'S DIVERSE BOARD IS HIGHLY QUALIFIED AND EXPERIENCED Each member of your Board of Directors has played a critical role in developing and overseeing the successful execution of SUPERVALU's transformation and, as illustrated below, the Board has an in-depth experience across a broad spectrum of relevant fields. [See Image #1] Additionally, we have made Board refreshment a priority, and as a result we have appointed new directors who are playing an integral role in overseeing SUPERVALU's transformation. Two of our directors have joined the Board in the past approximately two years, six of our nine directors have served on the Board for five years or less, and a new independent Chairman was appointed in July 2017. In order to better inform you about your Board's qualifications and objectives, we invited our independent Chairman, Don Chappel to share his perspectives on key stockholder concerns. Q: Why is this the right Board to lead SUPERVALU?
Q: Can you discuss the strategic transformation that is underway at SUPERVALU?
Q: What is the Company's greatest challenge and how is the Board addressing it?
Q: How does the Board approach capital allocation?
Q: How will the Board's proposal to establish a holding company structure maximize value for stockholders?
BLACKWELLS' NOMINEES DO NOT BRING ANY SKILLS THAT ARE NOT The SUPERVALU Board has the leadership and industry expertise necessary to continue executing our long-term strategy. Importantly, Blackwells' director nominees would bring no new or additive expertise to your Board. Have a look for yourself: [See Image #2] Conversely, electing Blackwells' nominees would erase much of the progress SUPERVALU has made in establishing a diverse group whose backgrounds allow them to bring fresh perspectives to this already strong Board.
YOUR BOARD OF DIRECTORS URGES STOCKHOLDERS TO The choice is clear - the right Board, leadership and strategy are already in place. Our transformation plan is working and we continue to make significant progress towards delivering strong results. Do NOT allow Blackwells to disrupt and destroy our progress and momentum. Please use the enclosed WHITE proxy card today to vote "FOR ALL" nine of SUPERVALU's highly qualified directors and the Holding Company Proposal. Simply follow the easy instructions to vote by telephone, by Internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. Your vote "FOR" our directors and the Holding Company Proposal will help ensure that you, as a SUPERVALU stockholder, have a Board focused on sustaining our positive momentum and creating lasting value for all stockholders. We appreciate your support. Sincerely, Donald R. Chappel Chairman of the Board Mark Gross President and Chief Executive Officer 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 communication, 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 continue to transform our business and to execute on our initiatives on a timely basis or at all, the ability to recognize the expected benefits of the initiatives, the potential for disruption to our business during the process, the ability to execute on the Holding Company Proposal on a timely basis or at all, the ability to recognize the expected benefits of the reorganization, the amount and timing of any cash tax benefits resulting from the reorganization being different than expected, our ability to complete a sale of certain of our retail assets to third parties or another strategic transaction prior to the expiration of our capital loss carryforward in February 2019, the potential for disruption to our business during the process, the ability to effectively manage organization changes during the pendency of or following our business transformation including any reorganization and related transactions, the requirement that we offer to repurchase certain indebtedness of the Company and obtain certain third-party consents as a result of the reorganization and costs and expenses associated with doing so, and other risk factors relating to our business or industry as detailed from time to time in SUPERVALU's reports filed with the SEC (News - Alert). You should not place undue reliance on these forward-looking statements, which speak only as of the date of this communication. For more information, see the risk factors described in SUPERVALU's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, proxy statement/prospectus for the 2018 Annual Meeting of Stockholders 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.
About SUPERVALU INC. SUPERVALU INC. is one of the largest grocery wholesalers and retailers in the U.S. with fiscal 2018 annual sales of approximately $14 billion. SUPERVALU serves customers across the United States through a network of 3,437 stores composed of 3,323 wholesale primary stores operated by customers serviced by SUPERVALU's food distribution business and 114 traditional retail grocery stores in continuing operations operated under three retail banners in three geographic regions (store counts as of February 24, 2018). Headquartered in Minnesota, SUPERVALU has approximately 23,000 employees (in continuing operations). For more information about SUPERVALU visit www.supervalu.com. Important Stockholder Information and Where You Can Find It SUPERVALU has filed with the SEC a definitive proxy statement/prospectus and accompanying definitive WHITE proxy card in connection with its 2018 Annual Meeting of Stockholders. The definitive proxy statement/prospectus contains important information about SUPERVALU, the 2018 Annual Meeting of Stockholders and related matters. In connection with the Holding Company Proposal, SUPERVALU Enterprises, Inc., the entity that will be the new holding company following completion of the reorganization ("SUPERVALU Enterprises"), has filed with the SEC a Registration Statement on Form S-4 (Registration Statement No. 333-225586) that includes the definitive proxy statement of SUPERVALU and a prospectus of SUPERVALU Enterprises, as well as other relevant documents concerning the proposed reorganization. The Holding Company Proposal will be submitted to SUPERVALU's stockholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, THE ACCOMPANYING WHITE PROXY CARD AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. A free copy of the definitive proxy statement/prospectus, as well as other filings containing information about SUPERVALU and SUPERVALU Enterprises, is able to be obtained at the SEC's Internet site (http://www.sec.gov). You are also able to obtain these documents, free of charge, from SUPERVALU at http://www.supervaluinvestors.com or by directing a request to SUPERVALU INC., P.O. Box (News - Alert) 990, Minneapolis, Minnesota 55440, Attention: Investor Relations, telephone (952) 828-4000. Participants in the Solicitation SUPERVALU, its directors and certain of its executive officers and employees 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 certain of its executive officers and employees and their respective interests in SUPERVALU by security holdings or otherwise is set forth in SUPERVALU's proxy statement/prospectus for the 2018 Annual Meeting of Stockholders filed with the SEC. The following table sets forth information as of June 21, 2018 concerning beneficial ownership of SUPERVALU's common stock by each director and each of the executive officers named in the Summary Compensation Table that is included in SUPERVALU's proxy statement for the 2018 Annual Meeting of Stockholders and for all of our current directors and executive officers as a group. The definition of beneficial ownership for purposes of the following information includes shares over which a person has sole or shared voting power or dispositive power, whether or not a person has any economic interest in the shares. The definition also includes shares that a person has a right to acquire currently or within 60 days.
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, is also included in the definitive proxy statement/prospectus 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 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/20180718005364/en/ |