Whole Foods, Wild Oats merger in sight

AUSTIN, Texas and BOULDER, Colo. Whole Foods Market and Wild Oats Markets Thursday have announced that the U.S. District Court for the District of Columbia has denied the Federal Trade Commission's request for a preliminary injunction related to the proposed merger between Whole Foods Market and Wild Oats Markets.

"The District Court's ruling affirms our belief that a merger between Whole Foods and Wild Oats is a winning scenario for all stakeholders," said John Mackey, chairman, ceo, and co-founder of Whole Foods Market. "We believe the synergies gained from this combination will create long term value for customers, vendors, and shareholders as well as exciting opportunities for team members."

The FTC may choose to appeal the District Court's ruling and may seek a stay from either the District Court or the U.S. Court of Appeals for the District of Columbia Circuit to preclude the closing of the merger pending the FTC's appeal to the U.S. Court of Appeals for the District of Columbia Circuit.

Whole Foods Market and Wild Oats Markets have agreed with the FTC to not close the merger prior to 12 p.m., EST, on Monday, Aug. 20. Absent a stay pending appeal, the companies may close the transaction at any point after 12 p.m., EST, on Monday, Aug. 20.

On Feb. 21, Whole Foods Market entered into a merger agreement with Wild Oats, pursuant to which Whole Foods Market, through a wholly-owned subsidiary, has commenced a tender offer to purchase all of the outstanding shares of Wild Oats at a purchase price of $18.50 per share in cash. On June 7, the FTC filed a suit in the federal district court to block the proposed acquisition on antitrust grounds and seeking a temporary restraining order and preliminary injunction pending a trial on the merits. Whole Foods Market and Wild Oats consented to a temporary restraining order pending a hearing on the preliminary injunction, which concluded on Aug. 1.

Whole Foods Market recently extended the expiration date for its tender offer to purchase outstanding shares of common stock of Wild Oats to 5 p.m., EST, on Aug. 20.