06/09 22:41 Whole Foods Market to Acquire Amrion in
Stock Swap
AUSTIN, Tex., June 9 /PRNewswire/ -- Whole Foods Market, Inc.
(Nasdaq: WFMI) and Amrion, Inc. (Nasdaq: AMRI) today announced they
have signed a definitive agreement that calls for each share of Amrion to be
exchanged for 0.87 shares of Whole Foods Market stock, or about 4.6
million Whole Foods Market shares in total. At Whole Foods Market
stock's closing price today of $31.75 this translates into a value of
approximately $146 million. The transaction is intended to qualify as a
tax-free reorganization and as a pooling of interests for accounting and
financial reporting purposes.
The transaction has been approved by the Board of Directors of each
company. Consummation of the merger is subject to approval by the
shareholders of both Whole Foods Market and Amrion and the satisfaction
of certain other conditions, and is scheduled to close in September 1997.
Amrion, based in Boulder, CO, is a producer and marketer of nutriceuticals
and nutritional supplements and has approximately 5.3 million shares
outstanding. For the year ended December 31, 1996, Amrion had revenues
of approximately $54 million, an increase of 40% over its prior year, and
profits of $4.5 million, an increase of 45% over the prior year.
"We believe this merger will be a powerful business combination and will
help us capitalize on the self-care revolution taking place in this country," said
John Mackey, Chairman and Chief Executive Officer of Whole Foods
Market. "Amrion is a leader in developing, producing and marketing
innovative, safe and effective nutritional supplements and natural medicinals
of exceptional quality and value." Mackey added, "Excluding merger-related
charges, we expect this transaction to be non-dilutive to our FY1997
earnings and accretive to our FY1998 earnings per share."
Whole Foods expects to take a charge of approximately $3 - $5 million for
costs associated with the merger in the fourth fiscal quarter ending
September 28, 1997.
Mark Crossen, Chairman and Chief Executive Officer of Amrion, will remain
as Chief Executive Officer and will join the Whole Foods Market Executive
Team and Board of Directors. Commenting on the merger, Crossen stated,
"We are excited about the opportunities presented to Amrion as a result of
this merger. We believe that the synergies and complementary strengths
between our companies will positively impact Amrion's future and maximize
shareholder value."
Whole Foods Market owns and operates the country's largest chain of
natural foods supermarkets, with seventy-four stores currently open in
seventeen states plus the District of Columbia. The Company operates on a
52/53 week fiscal year ending the last Sunday in September. The first quarter
consists of 16 weeks, the second and third quarters each consist of 12
weeks, and the fourth quarter consists of 12 or 13 weeks. The Company's
shares are traded on NASDAQ's National Market System under the symbol
"WFMI."
Except for the historical information contained herein, the matters discussed
in this press release are forward looking statements that involve risks and
uncertainties, including but not limited to general business conditions, the
timely development and opening of new stores, the impact of competition,
and other risks detailed from time to time in the Company's SEC reports,
including the report on Form 10K for the year ended September 29, 1996.
Whole Foods Market will host a conference call for the investment
community at 10 a.m. CDT on June 10th to discuss this announcement. To
participate, call (212) 676-5190.
A recording of the call will be available at noon CDT on June 10 through 5
p.m. CDT on June 13. Dial (800) 633-8284 and enter reservation number
2811361 to listen to the recording.
A press conference will be held at 11 a.m. MDT on June 10th in Boulder,
Colorado at the Residence Inn by Marriott located at 3030 Center Green
Drive.
SOURCE Amrion, Inc.
-0- 06/09/97
/CONTACT: Cindy Butts, Investor Relations Director of Whole Foods
Market, 512-477-5566 ext. 143; or Jeff Williams, Chief Financial Officer of
Amrion, Inc., 303-530-2525/
(AMRI WFMI)
CO: Amrion, Inc.; Whole Foods Market, Inc. ST: Colorado, Texas IN:
FOD SU: TNM RCN |
