Performance Food to be acquired for $1.3 billion

From PEsource

Fund and Public
Performance Food to be acquired for $1.3 billion
By New Nork, NY
Jan 18, 2008, 17:52

Performance Food Group Company (NASDAQ/NGS: PFGC) announced today it has signed a definitive merger agreement to be acquired by an affiliate of The Blackstone Group (NYSE: BX) and Wellspring Capital Management in a transaction valued at approximately $1.3 billion.

The transaction is expected to be completed by the end of the second quarter of 2008.

INFO SOURCES

Performance Food Group Company (NASDAQ/NGS: PFGC)

FIRMS

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.

Vistar is the leading food away from home distributor specializing in the Italian, pizza, vending, office coffee, and theater markets. The Company serves over 33,000 customers in 50 states through 36 distribution centers.

PEOPLE

William F. Dawson, Jr., a partner at Wellspring

Prakash Melwani, a senior managing director at Blackstone

ADVISORS

Evercore Group L.L.C. is acting as financial advisor to the Company. Bass, Berry & Sims PLC is acting as legal advisor to the Company.

Wachovia, Goldman Sachs and Credit Suisse are acting as financial advisors to Blackstone and Wellspring. Simpson Thacher & Bartlett LLP is acting as legal advisor to Blackstone and Wellspring.

INTEGRATION

Following completion of the transaction, Performance Food Group’s stock will be de-listed and no longer trade publicly. The combined companies will be named Performance Food Group. The headquarters of Performance Food Group will remain in Richmond, Virginia. The headquarters of Vistar will remain in Denver, Colorado.

TERMS

Under the terms of the merger agreement, Performance Food Group shareholders will receive $34.50 in cash for each outstanding share of Company common stock they hold representing a premium of 33.4% over the average closing share price for the 30 trading days ended January 17, 2008 and 42.6% over yesterday’s closing share price of $24.19.

NOTE

Under the terms of the Merger Agreement, Blackstone and Wellspring re obligated to pay the Company an aggregate $40 million termination fee if they breach their obligation to consummate the transaction.

VISTAR Corporation, formerly Multifoods Distribution Group, Inc., was acquired by Wellspring Capital Management LLC. in September 2002. Multifoods Distribution Group was the combination of two companies: Multifoods Specialty Distribution specializing in the Italian/Pizza markets, and VSA the nation's leading distributor of vending and office coffee products.