Smart & Final Stores Inc. has entered into a definitive merger agreement with certain investment funds managed by affiliates of Apollo Global Managemen LLC. Apollo will acquire all the outstanding shares of Smart & Final's common stock for approximately $1.1 billion. Smart & Final was previously owned by funds managed by affiliates of Apollo from 2007 to 2012. The transaction is expected to close by the third quarter of 2019.
The purchase price represents a premium of approximately 25 percent over Smart & Final's average closing share price over the past 24 trading days since the company's earnings announcement on March 13.
"This transaction is the result of diligent analysis and thoughtful strategic deliberations by our board of directors over many months," said Kenneth Tuchman, chairman of the strategic review committee of Smart & Final's board of directors, who led a strategic review process. "Our board, with the assistance of independent financial and legal advisors, determined that this transaction, upon closing, will deliver immediate, significant and certain cash value to our stockholders."
"This transaction is a testament to the strength of Smart & Final's franchise, the quality of our store banners and the talent and expertise of our people," added David Hirz, Smart & Final's chief executive officer. "Under the ownership of the Apollo Funds, Smart & Final will benefit from Apollo's strategic guidance, which will help us accelerate our existing strategy in a dynamic industry environment. We are excited about the future as we embark on a new chapter in our almost 150-year history, with a strategic partner that understands our strengths, culture and customer-centric philosophy. We would like to thank Ares Management for its partnership and support in helping us grow our business to where we are today."
"We are pleased to fully support this transaction and we would like to thank the Smart & Final management team for its strong commitment and execution over the past seven years," said David Kaplan, Smart & Final's chairman of the board and co-founder of Ares Management. "We wish the management team and employees continued success under new ownership."
Andrew Jhawar, senior partner and head of the consumer and retail group at Apollo, said, "We are very excited for our funds to be re-acquiring Smart & Final and expect to leverage Apollo's deep expertise and history of success in food retail to support the company as it embarks on its next chapter. The unique differentiation and strong value proposition of both the Smart & Final and Smart Foodservice banners are evident to us and we welcome the opportunity to augment and enhance the experience for the company's household and business customers. We look forward to working with the management team as well as the over 12,000 team members to capitalize on the company's position in the marketplace."
