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Published on 3/25/2008 in the Prospect News Special Situations Daily.

Performance Food merger clears waiting period hurdle

By Lisa Kerner

Charlotte, N.C., March 25 - The Hart-Scott-Rodino waiting period has expired in the proposed merger of Performance Food Group Co. with an affiliate of Blackstone Group and Wellspring Capital Management LLC.

The merger is expected to be completed by the end of the second quarter, a company news release stated.

In January, Performance Food agreed to be acquired in a transaction valued at $1.3 billion.

Under the agreement, Performance Food shareholders will receive $34.50 in cash for each share, representing a premium of 33.4% over the average closing share price for the 30 trading days ended Jan. 17, a prior news release said.

The Richmond, Va., restaurant food distributor said that its board unanimously adopted the merger agreement and will recommend that shareholders approve the agreement.

The transaction will be structured as a combination of Performance Food and Vistar Corp., a Denver-based foodservice distributor controlled by affiliates of Blackstone and Wellspring.


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