Pathmark - A&P

Pathmark Stores (PTMK)
The Great Atlantic & Pacific Tea Co (GAP)
$1.3B

Summary

Supermarket chains merge

$9 per PTMK share plus 0.12963 shares of GAP : $1.3B total

GAPstock chart

Announced 3.05.07

Closed 11.08.07

Advisors

Financial

PTMK: Yucaipa Advisors / Citigroup
GAP: JP Morgan

Legal

PTMK: Latham Watkins
GAP: Cahill Gordon / Axinn Veltrop
Tengelmann Group: Cravath

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions

1.1 Definitions
1.2 Additional Definitions

Article II The Merger

2.1 The Merger
2.2 The Closing
2.3 Effective Time
2.4 Certificate of Incorporation and by-laws
2.5 New Director of Parent
2.6 Directors
2.7 Officers

Article III Effect of the Merger on the Capital Stock of the
Constituent Corporations

3.1 Effect on Capital Stock
3.2 Payment to Company Stockholders
3.3 Treatment of Options, Restricted Stock, Other Equity
Awards and Warrants
3.4 Adjustments
3.5 Lost Certificates

Article IV Company Reps

4.1 Corporate Status
4.2 Authorization; Noncontravention
4.3 Capital Structure
4.4 Real Property
4.5 Intellectual Property
4.6 Environmental Matters
4.7 Legal Proceedings
4.8 Taxes
4.9 Labor
4.10 Employee Benefit Plans
4.11 Compliance with Laws
4.12 Company Contracts
4.13 Company SEC Reports and Company Financial
Statements
4.14 Absence of Certain Changes
4.15 Insurance
4.16 Inventories
4.17 Bank Accounts
4.18 Brokers Fees
4.19 Opinion of Financial Advisor
4.20 Ownership of Parent Common Stock

Article V Parent and Merger Sub Reps

5.1 Corporate Status
5.2 Authorization; Noncontravention
5.3 Capital Structure
5.4 Real Property
5.5 Intellectual Property
5.6 Environmental Matters
5.7 Legal Proceedings
5.8 Taxes
5.9 Labor
5.10 Employee Benefit Plans
5.11 Compliance with Laws
5.12 Parent Sec Reports and Parent Financial Statements
5.13 Absence of Certain Changes
5.14 Insurance
5.15 Ownership of Company Common Stock
5.16 Solvency
5.17 Financing

Article VI Covenants

6.1 Conduct of the Business by the Company
6.2 Conduct of the Business by Parent
6.3 No Solicitation; Other offers
6.4 Stockholders Meetings
6.5 Financing
6.6 Filings; Authorizations
6.7 Director and officer Liability; Indemnification; Excess
Benefit Plans
6.8 Access to Information
6.9 Publicity
6.10 Preparation of the Form S-4 and the Joint Proxy
Statement
6.11 Company Senior Subordinated Notes
6.12 Affiliates
6.13 Cooperation
6.14 Employment and Employee Benefit Matters
6.15 Merger Sub
6.16 Stockholder Litigation
6.17 Notification of Certain Matters
6.18 No Acquisition of Securities
6.19 Section 16 Matters

Article VII Conditions of Closing

7.1 Each Party
7.2 Parent and Merger Sub
7.3 Company

Article VIII Termination

8.1 Termination of Agreement
8.2 Fees and Expenses
8.3 Effect of Termination

Article IX Miscellaneous

9.1 Non-survival of Representations, Warranties and
Agreements
9.2 Assignment; Binding Effect
9.3 Choice of Law; Jurisdiction
9.4 Notices
9.5 Headings
9.6 Entire Agreement
9.7 Interpretation
9.8 Waiver and Amendment
9.9 Counterparts; Facsimile Signatures
9.10 Third-party Beneficiaries
9.11 Specific Performance
9.12 Severability

Proxy Solicitation

Definitive proxy statement 10.10.07

Deal Protection

No shop covenant

Merger agreement 6.3
Proxy statement disclosure scroll to page 114

Break-up fee

$25mm, plus out-of-pocket expenses
Agreement 8.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 6.6
Proxy statement disclosure

Fairness Opinion

Citigroup Fairness Opinion

Proxy statement disclosure

JPMorgan Fairness Opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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