The Kroger Co. (NYSE:KR) Buys Online Healthy Living Products Co, Vitacost.com, Inc. (NASDAQ:VITC) For $280 Mln

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The Kroger Co. (NYSE:KR) said it has agreed to buy Vitacost.com, Inc. (NASDAQ:VITC) an online retailer of healthy living products, for $8.00 per share, or $280 million, and reaffirmed its guidance for 2014.KR was lower 0.3% in recent trade, near the top-end of the 52-week range between $34.69 and $50.20. VITC was higher 27% at $7.98, also near the top-end of the 52-week range between $5.11 and $9.40. The deal represents a 51% premium to VITC’s closing price on Feb. 19, the day before a large Vitacost.com shareholder publicly asked the company to evaluate strategic alternatives. The retailer, which operates supermarkets and department stores such as City Market, Dillons and Fred Meyer, said holders of approximately 26.2% of the VITC shares have already agreed to tender their shares.”This merger is in line with our growth strategy to enter new markets and new channels, and — along with Harris Teeter’s online order and pick up service — accelerates our efforts to provide customers with even more ways to shop,” CEO Rodney McMullen said in a statement.

Kroger said it will build on Vitacost.com’s technology and fulfillment platform and link it to Kroger’s existing digital capabilities to accelerate its omnichannel strategy. The deal will be financed with debt and Kroger said it expects to achieve a 2.00-2.20 net debt to EBITDA ratio by mid-to-late 2015. It also confirmed its net earnings per diluted share growth guidance of $3.19 to $3.27 for fiscal 2014. It expects to maintain its current long-term EPS growth rate of 8 – 11%, plus a growing dividend.

Vitacost.com had annual sales of $382.7 million in fiscal 2013. It had approximately 2.3 million active customers and reported 1.5 million shipped orders at the end of fiscal 2014, which ended March 31.

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