Roundy's (RNDY) SC TO-C Information about tender offer

EXHIBIT 99.3

Attached please find the Kroger-Roundy’s Merger Discussion Guide and Q&A.

The Kroger Co. and Roundy’s, Inc., today announced a merger agreement that would expand Kroger’s footprint to include complementary supermarkets in Wisconsin and 34 Mariano’s locations in Chicago.

Key Points

About Roundy’s:  Based in Milwaukee, Roundy’s has more than 22,000 associates who work in and support 151 stores in the greater Chicago area and in Wisconsin. These supermarkets include 34 Mariano’s stores in Chicago and 117 stores in Wisconsin operating under three banners: Pick ‘n Save, Copps and Metro Market. Roundy’s also operates two distribution centers and one commissary, all in Wisconsin.

Terms:  As part of the agreement, Kroger will purchase all outstanding shares of Roundy’s for $3.60 per share in cash. The transaction is valued at approximately $800 million, including debt.

Together, we will have more than 422,000 associates who serve customers in 2,774 stores in 35 states and the District of Columbia. 

About This Merger

“We are so excited to welcome Roundy’s to the Kroger family. With a team of more than 22,000 talented associates, outstanding store locations and a shared commitment to putting customers first, Roundy’s has a lot of opportunity for growth. … Together, we are committed to investing in Roundy’s people, communities, stores and merchandising to deliver a fantastic customer experience that will create opportunities for associates, grow customer loyalty and revenue, and create value for shareholders.”

―Rodney McMullen, Kroger Chairman & CEO

Next Steps

Kroger will commence an offer to acquire the outstanding shares of Roundy’s. We would expect to close the transaction by the end of the calendar year. The transaction is subject to at least 50.1% of Roundy’s outstanding shares being tendered to Kroger and other customary conditions. For now, both Kroger- and Roundy’s-operated stores will continue to operate as usual until the merger transaction closes and we are ready to move forward with plans to integrate our operations. After closing, we will keep leaders and associates informed of our key integration steps and progress on an ongoing basis.

Overview

“We are confident that with our scale, loyalty programs and strong balance sheet, combined with the capable, knowledgeable Roundy’s associates and superior store locations, we can grow the Wisconsin markets. At the same time, we are excited to learn about and leverage key findings from Mariano’s experiences in Chicago.”

 – Mike Schlotman, Kroger Executive Vice President & CFO

Additional Information and Where to Find It

The tender offer referenced herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Roundy’s, Inc. (“Roundy’s”), nor is it a substitute for the tender offer materials that The Kroger Co. (“Parent”) and KS Merger Sub Inc. (“Acquisition Sub”), a wholly-owned subsidiary of Parent, will file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. At the time the tender offer is commenced, Parent and Acquisition Sub will file with the SEC tender offer materials on Schedule TO, and Roundy’s will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of Roundy’s are urged to read these documents carefully when they become available, because they will contain important information that holders of Roundy’s securities should consider before making any decision regarding tendering their securities. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Roundy’s at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Additional copies of the tender offer materials may be obtained at no charge by sending a written request to Parent at The Kroger Co., 1014 Vine Street, Cincinnati, OH 45202-1100, Attention: General Counsel.

Forward-Looking Statements

This document contains certain forward-looking statements about the future performance of Kroger. These statements are based on management's assumptions and beliefs in light of the information currently available to it. These statements are indicated by words such as "expect," "intend," "guidance,” “will" and similar words.  Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" and "Outlook" in Kroger’s annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following:

·Kroger’s ability to achieve sales, earnings and cash flow goals may be affected by: labor negotiations or disputes; changes in the types and numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, including non-traditional competitors, and the aggressiveness of that competition; Kroger’s response to these actions; the state of the economy, including interest rates, the inflationary and deflationary trends in certain commodities, and the unemployment rate; the effect that fuel costs have on consumer spending; volatility of fuel margins; changes in government-funded benefit programs; manufacturing commodity costs; diesel fuel costs related to Kroger’s logistics operations; trends in consumer spending; the extent to which Kroger’s customers exercise caution in their purchasing in response to economic conditions; the inconsistent pace of the economic recovery; changes in inflation or deflation in product and operating costs; stock repurchases; Kroger’s ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger’s ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of Kroger’s future growth plans; and the successful integration of Harris Teeter and Roundy’s.  Kroger’s ability to achieve sales and earnings goals may also be affected by Kroger’s ability to manage the factors identified above.

·Kroger’s ability to use cash flow to continue to repurchase shares, fund dividends, increase capital investments, and maintain Kroger’s investment grade debt rating could be affected by unanticipated increases in net total debt, Kroger’s inability to generate cash flow at the levels anticipated, and Kroger’s failure to generate expected earnings.

·Kroger’s commencement of a tender offer will be contingent upon the merger agreement not being terminated prior to the commencement of the offer.  The requirement to consummate the merger will be contingent upon the merger agreement being in effect and the conditions to the merger being satisfied or waived.  The closing of the transaction could fail to occur before the end of calendar year 2015 if the tender offer does not achieve the anticipated results, if the conditions to closing are not satisfied or are not satisfied in a timely manner, or if the merger agreement is terminated as provided in the agreement.

·Kroger’s ability to finance the transaction with debt will depend on the availability of the debt markets, including commercial paper, our credit facility, and other sources of debt financing.

Kroger assumes no obligation to update the information contained herein. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.