25.03.2008 20:15:00
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Performance Food Group Announces Expiration of Waiting Period Under Hart-Scott-Rodino Act in Connection with Its Acquisition by Affiliate of Private Equity Firms
Performance Food Group Company (Nasdaq/NGS:PFGC) announced today that
the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, expired at 11:59 p.m., Eastern Daylight Time,
on March 24, 2008, in connection with its proposed merger with an entity
controlled by private investment funds affiliated with The Blackstone
Group, with a minority interest held by a private investment fund
affiliated with Wellspring Capital Management LLC.
Consummation of the merger is subject to receipt of shareholder approval
as well as satisfaction of other customary closing conditions, and is
expected to be completed by the end of the second quarter of 2008.
Performance Food Group markets and distributes more than 68,000 national
and private label food and food-related products to over 41,000
restaurants, hotels, cafeterias, schools, healthcare facilities and
other institutions. For more information on Performance Food Group,
visit www.pfgc.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with the proposed merger, Performance Food Group
Company will file a definitive proxy statement with the SEC. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER AND THE PARTIES THERETO. Investors and security
holders may obtain a free copy of the proxy statement (when available)
and other documents filed by Performance Food Group Company at the SEC’s
Web site at http://www.sec.gov. The
proxy statement and such other documents may also be obtained for free
from Performance Food Group Company by directing such request to
Performance Food Group Company, 12500 West Creek Parkway, Richmond, VA
23238 Attention: Investor Relations. Investors and security
holders are urged to read the proxy statement and the other relevant
materials before making any voting or investment decision with respect
to the proposed transaction. Performance Food Group Company and its directors, executive officers
and other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its shareholders in
connection with the proposed merger. Information concerning the
interests of Performance Food Group Company’s
participants in the solicitation, which may be different than those of
Performance Food Group Company’s shareholders
generally, is set forth in Performance Food Group Company’s
proxy statements and Annual Reports on Form 10-K, previously filed with
the SEC, and will be set forth in the definitive proxy statement
relating to the merger when it becomes available. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains forward-looking statements based on current
Performance Food Group Company management expectations. Those
forward-looking statements include all statements other than those made
solely with respect to historical fact. Numerous risks,
uncertainties and other factors may cause actual results to differ
materially from those expressed in any forward-looking statements. These
factors include, but are not limited to, (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement, including a termination that under
certain circumstances could require Performance Food Group Company to
pay a $40.0 million termination fee to VISTAR Corporation; (2) the
outcome of any legal proceedings that have been or may be instituted
against Performance Food Group Company and others relating to the merger
agreement; (3) the failure of the merger to close for any reason,
including the inability to complete the merger due to the failure to
obtain shareholder approval or the failure to satisfy other conditions
to completion of the merger or the failure to obtain the necessary debt
financing arrangements set forth in commitment letters received in
connection with the merger, and the risk that any failure of the merger
to close may adversely affect Performance Food Group Company’s
business and the price of Performance Food Group Company’s
common stock; (5) risks that the proposed transaction diverts management’s
attention and disrupts current plans and operations, and the potential
difficulties in employee retention as a result of the merger; (6) the
effect of the announcement of the merger and actions taken in
anticipation of the merger on Performance Food Group Company’s
business relationships, operating results and business generally; and
(7) the amount of the costs, fees, expenses and charges related to the
merger. Many of the factors that will determine the outcome of
the subject matter of this press release are beyond Performance Food
Group Company’s ability to control or predict. Performance Food Group Company undertakes no obligation to revise or
update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise.
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