Marsh Board Affirms Sun Capital Buyout

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Marsh Board Affirms Sun Capital Buyout

INDIANAPOLIS -- The board of directors of Marsh Supermarkets Inc. has reiterated its support for the chain to sell itself to MSH Supermarkets Holding Corp., an affiliate of global private equity firm Sun Capital Partners, Inc., according to a report by Progressive Grocer, a sister publication to Convenience Store News.

Marsh, operator of Village Pantry convenience stores, accepted MSH Supermarkets' buyout offer in May, under which MSH Supermarkets would acquire all of the outstanding shares of both classes of common stock of Marsh for $11.13 per share in cash, without any financing condition. Marsh later that month received an unsolicited $13.625 per share takeover offer from Drawbridge Special Opportunities Advisors, LLC and Cardinal Paragon, Inc. The company's board was against the second offer.

"We look forward to owning and operating Marsh's supermarkets, Village Pantry convenience stores and other businesses, and to the smooth and rapid completion of this transaction," said Gary Talarico, managing director of Sun Capital Partners and VP of MSH Supermarkets.

Marsh executives said this week that MSH Supermarkets told them Cardinal/Drawbridge signed a letter of intent to enter into a sale/leaseback agreement under which the two companies would have 45 days to provide financing to MSH Supermarkets for the deal. Cardinal/Drawbridge, in turn, withdrew its offer to buy Marsh, the Progressive Grocer report said.

"I am pleased that we are moving forward with the MSH Supermarkets transaction. We continue to believe that our proposed sale to MSH Supermarkets is in the best interests of Marsh and all of our shareholders. We have called a special meeting of Marsh shareholders to be held on Sept. 22, 2006. Our board recommends that all Marsh shareholders support this compelling offer" said Don E. Marsh, Marsh's chairman and CEO.

According to Talarico, "Our all-cash offer provides Marsh shareholders with significant value for their investment and has the support of Marsh's board of directors. We are also pleased to have concluded the letter of intent with Cardinal/Drawbridge regarding potential financing. Sun Capital's commitment to acquire the company offers certainty to Marsh shareholders and is not contingent on any external financing."

The MSH supermarket acquisition has no financing contingency and is subject to customary closing conditions, including shareholder approval. The transaction is expected to be completed by the end of September 2006.

Marsh Supermarkets, based in Indianapolis, operates 154 Village Pantry convenience stores, 69 supermarkets, 38 LoBill Foods stores and eight O'Malia Food Markets.