Wild Oats holders may convert 3.25% debentures with Whole Foods merger

By Jennifer Chiou

New York, Aug. 31 - Holders of Wild Oats Markets, Inc.'s 3.25% convertible senior debentures due 2034 are entitled to surrender their securities for conversion, according to an 8-K filing with the Securities and Exchange Commission.

As of Aug. 31, the conversion rate is 56.5099 Wild Oats shares per $1,000 principal amount of debentures.

The company will pay a make-whole-premium of $80.5483 per $1,000 principal amount.

Whole Foods Market, Inc. wrapped its $18.50-per-share tender offer for Wild Oats after the deadline had been extended to 5 p.m. ET on Aug. 27 from Aug. 20.

Debenture holders may convert the securities from 15 days prior to the completed merger to 15 days following the merger.

As already announced, the extension followed a District of Columbia appeals court order enjoining the merger pending further order. In June, the Federal Trade Commission filed suit to block Whole Foods' acquisition of Wild Oats on antitrust grounds.

Under the merger, Wild Oats' top-up option was exercised, resulting in the issue of 732,967 top-up shares in consideration for a cash payment of $13,559,889.50. The purchaser, WFMI Merger Co., a wholly owned subsidiary of Whole Foods, now owns 27,595,216 shares, representing 90% of the outstanding stock.

As of Aug. 17, a total of 20,376,834 shares, or 68.1%, of Wild Oats' common stock had been tendered and not withdrawn in the offer.

The companies entered into a merger agreement on Feb. 21, and the tender offer was originally set to expire on March 27. The deadline had been pushed back seven times.

Because of the merger, Wild Oats no longer fulfills the numerical listing requirements of Nasdaq and, at its request, Nasdaq filed with the Securities and Exchange Commission a notification of removal.

Wild Oats is a chain of natural and organic food markets based in Boulder, Colo.

Whole Foods is an Austin, Texas-based natural and organic foods retailer.

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