Combined Company to Operate Both BI-LO and Winn-Dixie Banners

BI-LO and Winn-Dixie Focused on Serving Customers and Communities

JACKSONVILLE, Fla.--(BUSINESS WIRE)--BI-LO, LLC (“BI-LO”) announced today that it has successfully completed its merger with Winn-Dixie Stores, Inc. (“Winn-Dixie”) following approval of the transaction by Winn-Dixie shareholders on March 9, 2012. All Winn-Dixie stockholders will be eligible to receive $9.50 per share in cash for each share of common stock held, for a total purchase price of $560 million.

As a result of the merger, BI-LO and Winn-Dixie are now subsidiaries of the privately held parent company, BI-LO Holding, which is the ninth-largest supermarket chain in the United States with 688 grocery stores and 63,000 team members in eight states throughout the southeast. BI-LO and Winn-Dixie will continue to operate under the same banners that their customers have come to trust. The company does not expect any store closures as a result of this combination.

“With the merger of BI-LO and Winn-Dixie now complete, we can begin delivering on this exciting combination for the benefit of our customers, team members and communities,” said Randall Onstead, CEO and President of BI-LO Holding, the parent company of BI-LO and Winn-Dixie. “Together, we are a stronger company that will be focused on meeting and exceeding our customers’ expectations by offering even greater value with the service and shopping experience that they have come to expect.”

The company will eventually be headquartered in Jacksonville, which is centrally located within its eight-state operating area. While both companies enjoy a strong heritage of support from their local communities, the Jacksonville -based infrastructure is best positioned to host the combined BI-LO and Winn-Dixie support center, corporate office and distribution facilities. At the same time, the company plans to maintain a strong regional presence in Greenville both in regard to distribution and local store support needs.

On December 19, 2011, BI-LO and Winn-Dixie announced that the companies had entered into a definitive agreement under which BI-LO would acquire all of the outstanding shares of Winn-Dixie stock at a price of $9.50 per share. As a result of the completion of the merger, Winn-Dixie’s common stock has been delisted from NASDAQ.

William Blair, Citi, The Food Partners, Deutsche Bank Securities, Inc. and Alvarez & Marsal Transaction Advisory Group acted as financial advisors and Gibson, Dunn & Crutcher LLP and Hunton & Williams LLP acted as legal advisors to BI-LO. Goldman, Sachs & Co. acted as exclusive financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Greenberg Traurig, P.A. acted as legal advisor to the Special Committee of the Winn-Dixie Board of Directors. King & Spalding LLP acted as legal advisor to Winn-Dixie.

About BI-LO Holding

BI-LO Holding is the ninth-largest traditional supermarket chain in the United States. Under the banner names of BI-LO and Winn-Dixie, the company employs 63,000 team members who serve customers in 688 grocery stores and 493 in-store pharmacies throughout the eight southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. BI-LO and Winn-Dixie are well-known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and loyal team members, and strong commitments to providing the best possible quality and value to customers. For more information, please visit www.bi-lo.com and www.winn-dixie.com.

BI-LO
Amanda Lenar, 864-672-2810
amanda.lenar@erwinpenland.com
M: 202-657-7615
or
Winn-Dixie Stores, Inc.
Eric Barnes, 904-370-7715
ericbarnes@winn-dixie.com
M: 904-571-6052