Whole Foods Merger Put on Hold by Appeals Court

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Whole Foods Merger Put on Hold by Appeals Court

WASHINGTON -- A federal appeals court said yesterday it needs more time to consider whether to block Whole Foods Market, Inc. from buying Wild Oats Markets, Inc.

Whole Foods responded by extending the expiration date for its tender offer to purchase outstanding shares of Wild Oats once again, this time to 5 p.m. on Aug. 27.

"The purpose of the stay order is to give the court sufficient opportunity to consider the merits of the motion for an injunction and should in no way be construed as a ruling on the merits," said Paul Denis of Dechert LLP, lead litigation counsel on behalf of Whole Foods, in a statement. "We will file our responsive brief by Wednesday afternoon and the FTC has until noon, Eastern Time Thursday, to file their response. We will then hope for a quick ruling that legally clears the way for the merger to move forward."

The U.S. Court of Appeals for the D.C. Circuit said it is putting the deal on hold until it can hear more arguments. However, the three-judge panel said the decision "should not be construed in any way as a ruling on the merits" of the case.

The panel said the FTC must explain why it appealed a federal judge's decision to allow the $565 million deal to proceed.

Whole Foods is blocked from taking any further steps to acquire the stocks, assets, or any other interest in Wild Oats until the judges issue a further ruling.

As of the close of business on Aug.17, a total of 20,376,834 shares of common stock of Wild Oats, which represent approximately 68.1 percent of the shares that were outstanding as of July 27, have been tendered and not withdrawn pursuant to the tender offer, according to Whole Foods' statement.

In other news, Whole Foods said yesterday it will open its largest store in the western United States on Wednesday in Cupertino, an area in northern California.

The new store includes many new features that were brought about by the Whole Foods Market regional leadership team, which has spent months in the community looking at ways to best serve their customers, according to the retailer. Highlights include:
-- Market Bistro dine-in venue (open from 11 a.m. to 8 p.m. daily.) offering made-to-order foods, including sandwiches, soups, salads and light entrees
-- Whole Foods Market Culinary Center, offering cooking and lifestyle classes
-- Over 200 seats for indoor and outdoor dining
-- Permanent sampling and demo station
-- Free wireless Internet access
-- A variety of prepared foods, including Cupertino Carvery and Salad Toss, a dim sum bar, and an expanded sushi section
-- A seafood salad bar will feature grab-and-go salads, seafood cocktails, and specialty items such as jicama peach shrimp salad.

The store will sell more than 1,100 wine varieties, including 80 local wines from the Santa Cruz Mountains and Monterey appellations. For beer enthusiasts, it will stock over 250 hand-crafted ales, lagers, and ciders.