Marsh Board Affirms MSH Buyout; Shareholder Meeting Called for Sept. 22

INDIANAPOLIS -- The board of directors of Marsh Supermarkets Inc. here 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.

Marsh 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.

Marsh said yesterday that MSH Supermarkets told it that 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.

Don E. Marsh, Marsh's chairman and c.e.o., 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."

Gary Talarico, managing director of Sun Capital Partners and v.p. of MSH Supermarkets, said: "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. 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."

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.
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