C&S Wholesale Grocers to Acquire SpartanNash for $26.90 per Share in Cash

C&S Wholesale Grocers, LLC and SpartanNash^® Company have announced that they have entered into a definitive merger agreement pursuant to which C&S will acquire SpartanNash for a purchase price of $26.90 per share of SpartanNash common stock in cash, representing total consideration of $1.77 billion, including assumed net debt. The transaction price represents a 52.5 percent premium over SpartanNash’s closing price on June 20, 2025, of $17.64 and a premium of 42.0 percent to its 30-day volume-weighted average stock price as of June 20, 2025.

The transaction has been unanimously approved by the Boards of Directors of both companies.

SpartanNash’s previously announced quarterly cash dividend of $0.22 per common share will continue to be paid on June 30, 2025, to shareholders of record as of the close of business on June 13, 2025.

“This is an exciting opportunity for our team members, partners and, notably, our customers. C&S and SpartanNash share many of the same values, including a strong emphasis on customers, teamwork and our communities. Together, we are uniting some of the most advanced capabilities and boldest innovations in the distribution market to better serve communities across the nation. At C&S, we have a legacy of braggingly happy customers, and our team members strive every day to take care of our customers’ stores as if they are our own. The combination of our two companies’ capabilities puts our collective customers’ stores and our own retail stores at the center of the plate, supporting their ability to thrive in a highly dynamic and competitive environment. Our customers need us more than ever, and we are building a sustainable platform for our team members to be able to support them long into the future,” said C&S Chief Executive Officer Eric Winn.

“We are energized by the opportunities this combination provides for our Associates and customers. With our organizational values in close alignment, there will be exciting new career opportunities for our people and a continued commitment to a People First culture. For our customers, this transaction creates the necessary scale, efficiency and purchasing power needed to enable independent retailers to compete more effectively with larger big box chains. Neighborhood grocers are essential pillars of our communities that we want to preserve and strengthen. A thriving hometown grocery store supports local farmers, bolsters the local economy and enhances the overall health and well-being of the community,” said SpartanNash President and CEO Tony Sarsam.

Compelling Strategic Rationale

• Complementary Food Distribution Networks to Better Support Independent Retailers: Together, the combined company will operate almost 60 complementary distribution centers covering the US and will serve close to 10,000 independent retail locations, with collectively more than 200 corporate-run grocery stores.
• Greater Efficiency and Scale Expected to Result in Lower Prices for Grocery Shoppers: Being able to operate at a larger scale, supported by the combined innovative capabilities of the two companies, enables a more efficient supply chain as well as an ability to secure the best possible delivered cost of goods and promotional discounts, which are expected to translate to better pricing for community retailers and at the shelf for consumers. Profit margins in the grocery industry are very low — averaging only 1.6 percent — and customers and consumers deserve the best value for food and household goods. The stability of the combined organization will allow the combined company and its customers to better compete against various extremely large global grocers in the U.S. food-at-home space, a more than $1 trillion annual industry.
• Preserves Accessible, Affordable Nutrition and Pharmacy Services in Local Communities: Nearly half of all US counties have at least one pharmacy desert — a 10-mile radius with no retail pharmacy — and an estimated 5.6 percent of the American population lives in a food desert. Providing families with access to fresh food, essential prescription medications and health services is at the core of the combined company’s operations, distributing to community retailers and operating corporate grocery stores and pharmacies.

Transaction Details

The transaction is expected to close in late 2025, subject to certain customary closing conditions, including, among other things, SpartanNash shareholder approval and applicable regulatory approvals. C&S has obtained financing commitment letters for the Transaction. Wells Fargo has provided a debt financing commitment for the transaction.

Advisors

Solomon Partners is serving as the exclusive financial advisor to C&S. Gibson, Dunn & Crutcher is serving as legal advisor to C&S and Sullivan & Cromwell is serving as legal advisor to C&S in connection with its debt financing.

BofA Securities, Inc. is serving as exclusive financial advisor to SpartanNash. Cleary Gottlieb Steen & Hamilton is serving as legal advisor to SpartanNash.