C&S Wholesale Grocers and SpartanNash are entering into a definitive merger agreement pursuant to which C&S will acquire SpartanNash for a purchase price of $26.90 per share of SpartanNash common stock in cash, representing total consideration of $1.77 billion, including assumed net debt. The transaction price represents a 52.5% premium over SpartanNash's closing price on June 20, 2025, of $17.64, and a premium of 42.0% to its 30-day volume-weighted average stock price as of June 20, 2025.

The merger will enable the combined company to more efficiently serve customers and communities across the United States.

The transaction has been unanimously approved by the boards of directors of both companies.

SpartanNash's previously announced quarterly cash dividend of $0.22 per common share will continue to be paid on June 30, 2025, to shareholders of record as of the close of business on June 13, 2025.

"This is an exciting opportunity for our team members, partners and, notably, our customers. C&S and SpartanNash share many of the same values, including a strong emphasis on customers, teamwork and our communities. Together, we are uniting some of the most advanced capabilities and boldest innovations in the distribution market to better serve communities across the nation, said C&S Chief Executive Officer Eric Winn.

"At C&S, we have a legacy of braggingly happy customers, and our team members strive every day to take care of our customers' stores as if they are our own. The combination of our two companies' capabilities puts our collective customers' stores and our own retail stores at the center of the plate, supporting their ability to thrive in a highly dynamic and competitive environment. Our customers need us more than ever, and we are building a sustainable platform for our team members to be able to support them long into the future."

"We are energized by the opportunities this combination provides for our associates and customers. With our organizational values in close alignment, there will be exciting new career opportunities for our people and a continued commitment to a People First culture, said SpartanNash President and CEO Tony Sarsam.

"For our customers, this transaction creates the necessary scale, efficiency and purchasing power needed to enable independent retailers to compete more effectively with larger big box chains. Neighborhood grocers are essential pillars of our communities that we want to preserve and strengthen. A thriving hometown grocery store supports local farmers, bolsters the local economy, and enhances the overall health and well-being of the community."

Together, the combined company will operate almost 60 complementary distribution centers covering the US and will serve close to 10,000 independent retail locations, with collectively more than 200 corporate-run grocery stores. 

Being able to operate at a larger scale, supported by the combined capabilities of the two companies, enables a more efficient supply chain.

The transaction is expected to close in late 2025, subject to certain customary closing conditions, including, among other things, SpartanNash shareholder approval and applicable regulatory approvals. C&S has obtained financing commitment letters for the Transaction. Wells Fargo has provided a debt financing commitment for the transaction.

Solomon Partners is serving as the exclusive financial advisor to C&S. Gibson, Dunn & Crutcher LLP is serving as legal advisor to C&S, and Sullivan & Cromwell LLP is serving as legal advisor to C&S in connection with its debt financing.

BofA Securities is serving as exclusive financial advisor to SpartanNash. Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to SpartanNash.

Source: SpartanNash