Marsh, Sun Capital Deal Made Official

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Marsh, Sun Capital Deal Made Official

INDIANAPOLIS--Marsh Supermarkets Inc. signed a definitive merger agreement to be acquired by MSH Supermarkets Holding Corp., an affiliate of Sun Capital Partners Inc. in an all cash transaction for $11.125 per share. The transaction has no financing contingency.

“We have conducted a thorough process of analyzing strategic alternatives and are pleased to move forward with an affiliate of Sun Capital Partners,” said Don E. Marsh, chairman of the board and CEO of Marsh Supermarkets. “Sun Capital's financial resources and deep retail operating experience will give Marsh the support we need to compete, grow and further enhance our business in a changing market."

The company's board of directors approved the transaction upon the recommendation of the special committee of disinterested and independent directors. Merrill Lynch & Co. served as financial advisor to the company.

Both Merrill Lynch and Peter J. Solomon Company provided Marsh’s board of directors with a fairness opinion. The transaction is expected to close in the third quarter of calendar 2006, subject to customary closing conditions, approval of the company's shareholders and regulatory approvals.

"We are very pleased to have executed the definitive merger agreement with Marsh Supermarkets and look forward to closing the transaction as quickly as possible,” said Gary M. Talarico, managing director of Sun Capital Partners Inc. “We see tremendous potential in this 75-year franchise and intend to build upon Marsh's significant market share in the communities in which it serves.”

Marsh operates 69 Marsh supermarkets, 38 LoBill Foods stores, eight O'Malia Food Markets, 154 Village Pantry convenience stores and two Arthur's Fresh Market stores in Indiana, Illinois and western Ohio.