Press Release

Morgan Lewis Advises Food Distributor Nash Finch on $1.3B Merger with Spartan Stores

July 22, 2013

NEW YORK, July 22, 2013: Leading regional grocery distributor and retailer Spartan Stores and one of the leading food distribution companies in the U.S., Nash Finch Company, today announced that they have entered into a definitive merger agreement under which Grand Rapids, Mich.-based Spartan Stores and Minneapolis-based Nash Finch will combine in an all-stock merger valued at approximately $1.3 billion, including existing net debt at each company.

Under the terms of the transaction, which has been unanimously approved by the boards of directors of both companies, Nash Finch shareholders will receive a fixed ratio of 1.20 shares of Spartan Stores common stock for each share of Nash Finch common stock they own. Upon closing, which is expected by the end of calendar year 2013, Spartan Stores shareholders will own approximately 57.7% of the equity of the combined company and Nash Finch shareholders will own approximately 42.3%. The transaction is subject to customary regulatory approvals and closing conditions, including the approval of Spartan Stores and Nash Finch shareholders.

The combined company, with pro forma annual sales of approximately $7.5 billion, will have 22 distribution centers covering 37 states, 188 retail stores and will be the leading distributor to military commissaries and exchanges in the U.S.

Morgan Lewis served as legal advisor to Nash Finch on the merger. The Morgan Lewis merger and acquisition team was led by Business and Finance partner David Pollak and included Business and Finance partner Jonathan Morris and Business and Finance associates Andrew Milano, James Fang and Dana Smith. The finance team included Business and Finance partner Patricia Brennan and Business and Finance associates Matthew Schernecke and Stephen Nesspor. Also assisting on the transaction were Employee Benefits and Executive Compensation partner Gary Rothstein and associate Eric Sarabia, Antitrust partner Harry Robins and Tax partner Kenneth Kail.

For further details on the merger, please see Nash Finch's press release.