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VISTAR News THE BLACKSTONE GROUP AND WELLSPRING CAPITAL MANAGEMENT COMPLETE ACQUISITION OF PERFORMANCE FOOD GROUP RICHMOND, Va. (May 27, 2008) - Performance Food Group Company announced today that the previously announced acquisition of the Company by affiliates of The Blackstone Group (NYSE: BX) and Wellspring Capital Management has been completed. The transaction is valued at approximately $1.4 billion. Performance Food Group is being merged with a wholly owned subsidiary of VISTAR Corporation, a leading specialty foodservice distributor controlled by affiliates of Blackstone and Wellspring. The newly combined company, known as Performance Food Group, is expected to have revenues approaching $10 billion and more than 10,000 associates. Under the terms of the merger agreement, Performance Food Group shareholders will receive $34.50 in cash for each outstanding share of PFG common stock held as of 4:00 P.M (EDT) on May 23, 2008. As a result of the merger, Performance Food Group Company's common stock was delisted and ceased trading on the NASDAQ Global Select Market as of such time. George Holm, president and chief executive officer of VISTAR, will assume the role of chief executive officer for Performance Food Group. Mr. Holm has been an executive in the foodservice distribution industry for 28 years, and prior to joining VISTAR held senior leadership roles with Alliant Foodservice Inc., U.S. Foodservice, Inc., and SYSCO Corporation. Mr. Holm noted, "With our newly combined business strengths, dedicated associates, loyal customers, and top-quality suppliers, I am really excited about the opportunities Performance Food Group has for continued growth and success within the industry." "We are very pleased to be able to combine two leading companies in the foodservice distribution industry," said Prakash Melwani, a senior managing director at Blackstone. "The companies are highly complementary in terms of distribution networks, customer focus and product offerings and are ideally positioned for continued strong growth going forward. Blackstone's significant investment in PFG reflects our high degree of confidence in management and the strategic merits of this combination." William F. Dawson, Jr., a partner at Wellspring, added, "We are excited to be increasing our commitment to the foodservice distribution industry through this transaction. The combined company represents a dynamic, growing foodservice platform with substantial breadth and diversity across a broad range of customers, products and channels. We have a best-in-class management team which is ready to capitalize on the many opportunities created by this merger." About Performance Food Group and VISTAR Corporation Performance Food Group, headquartered in Richmond, VA, is the nation's third largest foodservice distributor. The company markets and distributes more than 68,000 national and private label food and food-related products to over 41,000 restaurants, hotels, cafeterias, schools, healthcare facilities and other institutions in all 50 states and in 40 countries. Further information is available at www.pfgc.com. VISTAR Corporation, based in Centennial, CO is a leading food-away-from-home distributor. The company operates VISTAR Specialty Markets, the nation's leading specialty food distributor and the only national distributor to the vending, office coffee services, theatre, and fund-raising markets. The company also operates Roma Foodservice, a leading distributor of Italian foods and products to independent pizzerias. VISTAR Corporation serves more than 33,000 customers in 50 states through 36 distribution centers. Further information is available at www.vistarvsa.com. About The Blackstone Group Blackstone is one of the world's leading investment and advisory firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, the companies we advise and the broader global economy. We do this through the commitment of our extraordinary people and flexible capital. Our alternative asset management businesses include the management of corporate private equity funds, real estate funds, hedge funds, funds of funds, debt funds,collateralized loan obligation vehicles (CLOs) and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including mergers and acquisitions advisory, restructuring and reorganization advisory and fund placement service. Further information is available at www.blackstone.com. About Wellspring Capital Management Wellspring Capital Management LLC is a New York-based private equity firm that manages more than $2.0 billion in equity capital. The firm is focused on acquiring companies where it can realize substantial value by contributing management expertise, innovative operating and financing strategies and capital. Further information is available at www.wellspringcapital.com. PERFORMANCE FOOD GROUP AND VISTAR CORPORATION ANNOUNCE CHIEF EXECUTIVE OFFICER FOR COMBINED COMPANY UPON COMPLETION OF PENDING MERGER RICHMOND, Va. (May 5, 2008) - Performance Food Group Company (NASDAQ/NGS: PFGC) and VISTAR Corporation announced today that George Holm, the President and Chief Executive Officer of VISTAR, will be the Chief Executive Officer of the combined company that will be known as Performance Food Group, effective upon the completion of the companies' pending merger. Steven Spinner, Performance Food Group's current President and Chief Executive Officer, has announced his decision to resign effective upon completion of the merger. "Steve Spinner was instrumental in making PFG into a leader in the foodservice industry," said John Stokely, Vice Chairman of the Board of Directors and Lead Outside Director of Performance Food Group. "The value the PFG shareholders are receiving as a result of this merger are a direct result of his efforts." "Steve Spinner has done a great job of building Performance Food Group and has played a key role in leading the integration planning efforts," said Prakash Melwani, a senior managing director at The Blackstone Group (NYSE: BX), whose affiliates hold a controlling interest in VISTAR. "I am privileged," said Steve Spinner, "to have been a part of Performance Food Group and to have been able to lead it for the past few years. Working with, and on behalf of, the company's outstanding associates and customers has been rewarding and exciting. I wish the combined company great success." George Holm has been an executive in the foodservice distribution industry for 28 years. Prior to joining VISTAR, he held senior management roles with Alliant Foodservice Inc., U.S. Foodservice, Inc. and SYSCO Corporation. "We have had the pleasure of working with George Holm for the last five years at VISTAR. He is an extremely strong manager and is ideally suited to lead the integration and future growth of the combined company," said William F. Dawson Jr., a partner at Wellspring Capital Management, whose affiliate holds a minority interest in VISTAR. "I am excited to be part of the PFG family" said George Holm, "and to help PFG continue its great tradition of serving broadline and customized customers and helping them grow their businesses." Performance Food Group and VISTAR currently expect that the proposed merger will close in the second quarter of 2008. The merger is subject to the approval of Performance Food Group's shareholders, as well as satisfaction of other customary closing conditions. A special meeting of Performance Food Group's shareholders has been scheduled for May 14, 2008. At the special meeting, Performance Food Group's shareholders will be asked to vote on the merger agreement. Performance Food Group markets and distributes more than 68,000 national and private label food and food-related products to over 41,000 restaurants, hotels, cafeterias, schools, healthcare facilities and other institutions. For more information on Performance Food Group, visit www.pfgc.com. Based in Centennial, Colorado, VISTAR operates two businesses that focus on different sub-segments within the food distribution industry. Vistar Specialty Markets is the leading specialty food distributor in the United States and is the only national distributor to the vending, office coffee services, theatre, and fund-raising markets, with leading market share in each of these Categories. Roma Foodservice is a foodservice distributor with a particular focus on Italian foods and products that cater to independent Italian pizzerias, and has the number one market share in the independent pizza distribution market. As a top 10 foodservice distributor in the United States, VISTAR serves over 33,000 customers in 50 states through 36 distribution centers. For more information on VISTAR, visit www.vistarvsa.com. IMPORTANT INFORMATION ABOUT THE TRANSACTION In connection with the proposed merger, Performance Food Group Company has filed a definitive proxy statement with the United States Securities and Exchange Commission, or the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Performance Food Group Company at the SEC's Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from Performance Food Group Company by directing such request to Performance Food Group Company, 12500 West Creek Parkway, Richmond, VA 23238 Attention: Investor Relations. Investors and security holders are urged to read the proxy statement and the other relevant materials before making any voting or investment decision with respect to the proposed transaction. Performance Food Group Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning the interests of Performance Food Group Company's participants in the solicitation, which may be different than those of Performance Food Group Company's shareholders generally, is set forth in Performance Food Group Company's proxy statements and Annual Reports on Form 10-K, as amended, previously filed with the SEC, and in the definitive proxy statement relating to the merger. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains forward-looking statements based on current Performance Food Group Company and VISTAR Corporation management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination that under certain circumstances could require Performance Food Group Company to pay a $40.0 million termination fee to VISTAR Corporation; (2) the outcome of any legal proceedings that have been or may be instituted against Performance Food Group Company and others relating to the merger agreement; (3) the failure of the merger to close for any reason, including the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the merger or the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the merger, and the risk that any failure of the merger to close may adversely affect Performance Food Group Company's business and the price of Performance Food Group Company's common stock; (5) risks that the proposed transaction diverts management's attention and disrupts current plans and operations, and the potential difficulties in employee retention as a result of the merger; (6) the effect of the announcement of the merger and actions taken in anticipation of the merger on Performance Food Group Company's business relationships, operating results and business generally; and (7) the amount of the costs, fees, expenses and charges related to the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Performance Food Group Company's or VISTAR Corporation's ability to control or predict. Performance Food Group Company and VISTAR Corporation undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. VISTAR CORPORATION TO ACQUIRE MARJACK COMPANY DENVER, January 25, 2008 - Vistar Corporation, one of America's leading foodservice distributors to the vending-related and independent restaurant market segments, today announced it has purchased The Marjack Company, Inc., located in Landover, Maryland. Marjack distributes candy, snack items, and specialty retail products throughout the United States. George Holm, President and Chief Executive Officer of Vistar, said, "The strategy behind the Marjack acquisition is to strengthen our presence in Specialty Retail. We see this as an explosive growth opportunity, which provides us with multiple distribution options to service any size customer. Whether full truckloads, small route delivery, overnight express or cash and carry, we intend to be the leader in distribution solutions for candy, snack and beverage. Coupled with our recent announcement regarding Performance Food Group (the third largest food service distributor in the United States), we are committed to growing at a rapid pace." Patrick Hagerty, President and Chief Operating Officer - Vistar Specialty Markets added, "Marjack will make us a better company. It opens new long-term growth opportunities enabling us to continue our double-digit sales growth. Marjack contributes to our size, density and scope, which will result in greater efficiencies. We are excited to be adding their entire leadership team. Their core competencies in pick-and-pack distribution will allow us to serve our present customers at a higher level. The addition of Marjack highlights our long-term commitment to the specialty retail, theater, concessions and video markets." Warren Coopersmith, President and Chief Executive Officer of Marjack, said, "The nationwide infrastructure that Vistar provides will help the Marjack retail team fuel both immediate and long-term growth. The cultures of our two companies are similar given that we both operate under the principle of respect for both our employees and our suppliers, while Vistar Corporation remaining passionate about our customers. We believe this merger is a great fit. We are excited to be joining forces with Vistar in order to take our business and our services to the next level." About Vistar Corporation Based in Centennial, Colorado, Vistar Corporation operates two businesses that focus on different sub-segments within the food distribution industry. Vistar Specialty Markets is the leading specialty food distributor in the United States and is the only national distributor to the vending, office coffee services, theatre, and fund-raising markets, with leading market share in each of these categories. Roma Foodservice is a foodservice distributor with a particular focus on Italian foods and products that cater to independent Italian pizzerias, and has the number one market share in the independent pizza distribution market. As a top 10 foodservice distributor in the United States, the Company serves over 33,000 customers in 50 states through 36 distribution centers. VISTAR CORPORATION ACQUIRES CERTAIN ASSETS OF LIBERTO SPECIALTY COMPANY, INC. CENTENNIAL, Colorado, November 7, 2007 - Vistar Corporation announced today that it purchased the theater distribution assets of Liberto Specialty Company, Inc., located in San Antonio, Texas. Liberto Specialty distributes candy, snack and concession items primarily in Texas, Florida and North Carolina. George Holm, President and CEO of Vistar, said, "We're excited to build upon and strengthen our presence in the specialized channels of business Liberto serves. This will help us expand our offerings and understanding of both the concession and retail industries." Patrick Hagerty, President and Chief Operating Officer of Vistar Specialty Markets, added, "The synergies between the two companies will greatly enhance our operational efficiencies, which will help us serve our customers better. We have a lot of respect for what the Liberto family has done for the industry. Teaming up with what they have accomplished will make us a better company." About Vistar Corporation Based in Centennial, Colorado, Vistar Corporation operates two businesses that focus on different sub-segments within the food distribution industry. Vistar Specialty Markets is the leading specialty food distributor in the United States and is the only national distributor to the vending, office coffee services, theatre, and fund-raising markets, with leading market share in each of these categories. Roma Foodservice is a foodservice distributor with a particular focus on Italian foods and products that cater to independent Italian pizzerias, and is the number one market share in the independent pizza distribution market. As a top 10 foodservice distributor in the United States, the Company serves over 33,000 customers in 50 states through 36 distribution centers. News Archives
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