<p><strong>GREENVILLE, SC and JACKSONVILLE, FL</strong> - BI‐LO, LLC and Winn‐Dixie Stores, Inc. are merging to form an organization of roughly 690 grocery stores and 63,000 employees in eight southeastern US states. Under the terms of the agreement BI‐LO will acquire all of the outstanding shares of Winn‐ Dixie stock. In the merger, Winn‐Dixie shareholders will obtain $9.50 in per share of Winn‐Dixie common stock in a cash transaction valued at $560 million. The price per share represents a premium of an estimated 75% over the closing price on December 16, 2011, of Winn‐Dixie common stock.<hr class="legacyRuler"><hr class="legacyRuler"><hr class="invisible minimal-padding"> A Special Committee formed from the Winn‐Dixie Board of Directors, held the negotiations for the transaction and recommended it to the full Board. The agreement was unanimously approved. Following the conclusion of the merger, Winn‐Dixie will become a privately‐held, wholly owned subsidiary of BI‐LO with the cessation of trading for Winn‐Dixie’s common stock on the NASDAQ. Randall Onstead, Chairman of BI‐ LO, states, “We are very excited about the merger of BI‐LO and Winn‐Dixie...With no overlap in our markets, the combined company will have a perfect geographic fit that will create a stronger platform from which to provide our customers great products at a great value, while continuing to offer exceptional service. BI‐LO and Winn‐Dixie are both strong regional brands with similar heritages, compelling customer connections, and outstanding employees. Both have been an important part of the communities and families they serve, and we look forward to building upon these two iconic brands and serving loyal customers for years to come.”</p><hr class="legacyRuler"><hr class="invisible minimal-padding"><p>www.winndixie.com</p><hr class="legacyRuler"><hr class="invisible minimal-padding"><p>www.bi-lo.com</p><hr class="legacyRuler"><hr class="invisible minimal-padding">
