Unified Western Grocers and AssociatedSeattle Plan Merger

LOS ANGELES -- Unified Western Grocers, Inc. here said yesterday it has signed a letter of understanding to purchase certain assets and assume certain liabilities of Seattle-based Associated Grocers, Inc. (AG). Terms of the potential transaction weren't disclosed.

The transaction is subject to completion of due diligence, the execution of a definitive purchase agreement; approval by the boards of directors of AG and Unified, respectively; AG shareholders; and federal and state regulatory agencies. Although no closing date has been established, the parties expect the closing of the transaction to occur late this summer.

"This transaction benefits both organizations," explained Unified president and c.e.o. Alfred A. Plamann. "Both companies are structured as cooperatives, both have a long history of successfully serving and supporting the growth of independent grocery retailers throughout the Pacific Northwest, and both organizations and their shareholders can greatly benefit from the efficiencies and synergies that will result from a combination of these two companies. The board and management of Unified Western Grocers are very enthusiastic to complete this transaction."

Added AG president and c.e.o. John Runyan, "Since joining AG on Oct. 2, 2005, I have enjoyed meeting our customers, visiting their stores, and understanding their needs.
The changes and progress we have made in strengthening both retail and wholesale businesses will now be enhanced by bringing together the best of both companies. Combining AG's and Unified's strengths will create a very competitive grocery industry force for independents in the western United States."
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