Timeline of merger deal between Whole Foods, Amazon

Timeline of merger deal between Whole Foods Market and Amazon

- Late 2016 and early 2017 – Under pressure from “intensifying competitive conditions, deflationary price pressures and technological changes,” the board and management assess Whole Foods’ position and long-term prospects in the grocery industry. The company reverts back to a single CEO, John Mackey, and starts to reshape the board of directors.

- April 10, 2017 – Jana Partners discloses its acquisition of 8.8 percent of Whole Foods stock and says it intends to engage with Whole Foods on a variety of issues.

- Week of April 17 – Whole Foods managers discuss a media report that notes that “Amazon.com may have previously considered acquiring (Whole Foods) as part of its internal business development process.”

- April 18, 2017 – “Company X,” identified as Albertson’s in media reports Friday, notifies Whole Foods of its “potential interest in exploring strategic opportunities and a partnership.”

- April 20 to May 4 – Whole Foods receives four inquiries from private equity firms regarding potential leveraged buyouts or other deals. None of the firms offer a transaction proposal.

- April 21 – With the OK from Mackey, an unidentified consultant contacts Amazon to ask whether it “would be interested in a meeting with representatives of (Whole Foods) about a potential strategic transaction.”

- April 24 – Amazon responds, saying it would be interested in an exploratory meeting.

- April 26 – Whole Foods directors and managers meet with senior representatives from Jana Partners to discuss its recommendations for the retailer, including new director candidates.

- April 28 – Whole Foods and Amazon managers set up a meeting, while the Whole Foods board meets to discuss the Jana Partners demands, the four inquiries from private equity firms and the inquiry from “Company X.” Mackey informs the board of the upcoming meetings with Amazon.

- April 30 – Mackey and Amazon CEO Jeff Bezos, along with other senior managers, meet in Seattle to discuss “strategic opportunities.” No proposal is made, and no valuation is discussed.

- May 1 to May 8 – The Whole Foods board discusses new director candidates, including those proposed by Jana Partners.

- May 1 — Whole Foods tells “Company X” that they’d like to schedule an in-person meeting.

- May 4 – Whole Foods and Amazon representatives meet in Austin to start crunching the numbers.

- May 8 – Whole Foods director Gabrielle Sulzberger meets with representatives from Jana Partners to discuss various initiatives, noting the company’s willingness to nominate two of the firm’s director candidates if Jana agrees to an 18-month standstill. Sulzberger does not disclose the preliminary discussions with Amazon.

- May 8 – The Whole Foods board receives a new signal of interest from “a second industry participant,” inquiring about “a potential business relationship between the two companies.”

- May 9 – Jana Partners rejects the settlement agreement because of the standstill provision on its conduct. Meanwhile, Whole Foods shuffles its board, replacing five existing directors with five new ones and naming Sulzberger the new chairwoman.

- May 16 – A meeting with “Company X” is arranged.

- May 18 – Mackey and Sulzberger meet in person with representatives from “Company X,” who propose a “merger of equals” with a potential value of $35 to $40 per share for Whole Foods stockholders. No specifics on the deal of the valuation are provided. In the meantime, other Whole Foods managers hold a call with the second participant, “Company Y,” to discuss “a possible commercial relationship, such as a supply arrangement.” They do not discuss a merger or acquisition.

- May 23 – Amazon sends a written offer to acquire Whole Foods for $41 per share and said it would “terminate discussions if there was any leak or rumor of its interest in acquiring” the grocery chain.

- May 30 – The Whole Foods board meets with advisers in New York to discuss various inquiries and options. It decides not to pursue any of the inquiries from private equity firms, as advisers doubt they could offer better terms than Amazon’s bid. Ultimately, the board decides to make a counter-proposal to Amazon at $45 a share.

- June 1 – The two companies’ advisers, Evercore (Whole Foods) and Goldman Sachs (Amazon), discuss the gap between the $41 and $45 proposals. Goldman Sachs says Amazon is willing to offer $42 a share “as a last stretch,” but stressed it would be the “best and final offer” and that Amazon would “disengage … and pursue other alternatives and initiatives” if it’s not accepted. The Whole Foods board meets later that day and unanimously agrees to move forward with the deal.

- June 2 to June 12 – Whole Foods and Amazon hammer out the terms of the acquisition.

- June 12 – Senior leaders of both companies resolve final major issues, including the $400 million termination fee. Later the same day, representatives meet to discuss matters related to the merger of the organizations and their operations.

- June 15 – The Whole Foods board unanimously approves the acquisition agreement at $42 a share.

- June 16 – Whole Foods and Amazon announce the $13.7 billion deal.

Source: Federal securities filings

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