INDIANAPOLIS -- Marsh Supermarkets Inc., the grocery retailer that also operates more than 150 Village Pantry convenience stores, said late yesterday that the Hamilton Superior Court issued its ruling in the declaratory judgment action that the company filed in June against MSH Supermarkets Holding Corp.; MS Operations Inc., a subsidiary of MSH Supermarkets; Cardinal Paragon Inc.; and Drawbridge Special Opportunities Advisors LLC.
In May 2006, Marsh signed a merger agreement with MSH Supermarkets for an acquisition of the company at a price of $11.125 [image-nocss] per share of Marsh common stock. Cardinal and Drawbridge subsequently indicated their interest in acquiring Marsh for $13.625 per share, subject to completion of due diligence. The court has now declared that, because of the merger agreement, Marsh may not, under any circumstances, pursue any proposal from Cardinal and Drawbridge.
"We appreciate the Court's prompt response in this matter," said Don E. Marsh, chairman and CEO of Marsh Supermarkets Inc. "We expect to file revised proxy materials with the [Securities & Exchange Commission] as quickly as possible so that we can call a special meeting of shareholders for next month to consider and vote on the all-cash offer from MSH Supermarkets."
A copy of the court's order and judgment will be included as an exhibit to a current report on Form 8-K that the company said it intends to file shortly.
The disposition of the Village Pantry stores remains uncertain, although when the letter of intent was announced in mid-April, supermarket analyst David Livingston of Pewaukee, Wis.-based DJL, speculated that MSH Supermarkets Holding Corp., an affiliate of Sun Capital Partners Inc., likely would spin off the c-stores and then sell off the company's real estate. That has been the scenario in similar recent supermarket buyouts, he said.
A Village Pantry spokesperson told CSP Daily News at the time only that the Sun Capital deal is very positive for the organization overall, but we are waiting to see [what will happen].
Indianapolis-based Marsh is a regional chain operating 68 Marsh supermarkets, 38 LoBill Foods stores, eight O'Malia Food Markets, 154 Village Pantry c-stores and two Arthur's Fresh Market stores in Indiana and western Ohio. It also operates Crystal Food Services, which provides upscale catering, cafeterias management, office coffee, coffee roasting, vending and the concessions and restaurant management and Primo Banquet Catering and Conference Centers, Floral Fashions, McNamara Florist and EnfloraFlowers for Business.Members help make our journalism possible. Become a CSP member today and unlock exclusive benefits, including unlimited access to all of our content. Sign up here.