Exhibit 99.1
[LETTERHEAD OF UNITED NATURAL FOODS, INC.]
IMMEDIATE RELEASE
October 5, 2007
United Natural Foods, Inc. and Millbrook Distribution Services Inc.
Announce Definitive Merger Agreement
Merger Extends United Natural Foods into Specialty Foods Segment and
Enhances Conventional Supermarket Business Channel
Dayville, Connecticut - October 5, 2007 -- United Natural Foods, Inc. (Nasdaq:
UNFI) (the "Company") and Millbrook Distribution Services Inc ("Millbrook"), a
privately held subsidiary of Distribution Holdings, Inc., today announced a
definitive merger agreement whereby UNFI Merger Sub, Inc., a wholly-owned
subsidiary of United Natural Foods, Inc., will acquire all the outstanding
shares of Distribution Holdings Inc. The financial terms of the transaction were
not disclosed. The transaction is expected to close within the next 30 days and
is subject to customary closing conditions, including compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The proposed transaction will accomplish several strategic objectives for United
Natural Foods, including accelerating the Company's expansion into a number of
high-growth business segments and establishing an immediate market share in the
fast-growing Specialty Foods market. Millbrook's robust customer base will
significantly enhance United Natural Food's conventional supermarket business
channel; while both organizations' complementary product portfolios represent
significant opportunities for cross-selling.
"This pending transaction demonstrates our commitment to profitably grow the
Company while extending our competitive advantages and increasing shareholder
value," commented, Michael Funk, President and Chief Executive Officer of United
Natural Foods. "This combination will achieve our stated goal to increase the
Company's footprint in the Specialty Foods segment and will extend the breadth,
scale and capabilities of our distribution network."
Established in 1960 and headquartered in Leicester, MA, Millbrook is a full-line
distributor with a substantial specialty food business consisting of ethnic,
kosher, gourmet, organic and natural foods and also offers customers an
extensive selection of health and beauty care items, including a full-line of
national and branded products.
With annualized revenues in excess of $300 million, Millbrook distributes more
than 22,000 specialty food items, and over 20,000 health and beauty care items
and other non-food items to more then 9,000 retail locations. Customers include
independent store retailers, as well as regional and national supermarket, mass
merchandisers and chain drug stores, in 48 states. Millbrook's distribution
network features four distribution centers, representing over 1.6 million square
feet of warehouse space, located in Harrison, AR (1.2 million square feet);
Leicester, MA (188,000 square feet); East Brunswick, NJ (177,600 square feet)
and Tampa, FL (65,000 square feet).
Robert A. Sigel, Millbrook's President and Chief Executive Officer, will
continue to oversee the operations of Millbrook once the merger with United
Natural Foods is completed. Mr. Sigel commented, "We are very pleased to be
announcing this transaction, which we believe clearly serves the best interests
of the customers and employees of both companies. Millbrook will have
significant growth opportunities as part of United Natural Foods and we look
forward to leveraging the combined sales and distribution platforms."
Mr. Funk added, "Millbrook promises to be a significant addition to our
organization and we're excited to welcome Bob Sigel, Millbrook's employees and
their customers to United Natural Foods."
Upon completion of the transaction, United Natural Foods will host a conference
call with investors. Credit Suisse Securities (USA) LLC acted as financial
advisor to United Natural Foods.
About United Natural Foods
United Natural Foods, Inc. carries and distributes more than 40,000 products to
more than 17,000 customers nationwide. The Company serves a wide variety of
retail formats including conventional supermarket chains, natural product
superstores, independent retail operators and the food service channel. United
Natural Foods, Inc. was ranked by Forbes in 2005 as one of the "Best Managed
Companies in America," ranked by Fortune in 2006 and 2007 as one of its "Most
Admired Companies," and ranked by Business Ethics as one of its "100 Best
Corporate Citizens for 2006."
AT THE COMPANY: FINANCIAL RELATIONS BOARD
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Mark Shamber Joseph Calabrese
Chief Financial Officer General Information
(860) 779-2800 (212) 827-3772
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding the Company's business that are
not historical facts are "forward-looking statements" that involve risks and
uncertainties. For a discussion of such risks and uncertainties, which could
cause actual results to differ from those contained in the forward-looking
statements, including but not limited to general business conditions, the impact
of competition and our dependence on principal customers, see "Risk Factors" in
the Company's annual report on Form 10-K filed with the Commission on September
26, 2007, and its other filings under the Securities Exchange Act of 1934, as
amended. Any forward-looking statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the date
made. The Company is not undertaking to update any information in the foregoing
reports until the effective date of its future reports required by applicable
laws. Any projections of future results of operations should not be construed in
any manner as a guarantee that such results will in fact occur. These
projections are subject to change and could differ materially from final
reported results. The Company may from time to time update these publicly
announced projections, but it is not obligated to do so.