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Simpson Thacher is representing J.P. Morgan Securities LLC as financial advisor to Roundy’s, Inc. (NYSE: RNDY) (“Roundy’s”) in its definitive merger agreement under which The Kroger Co. (NYSE: KR) (“Kroger”) will purchase all outstanding shares of Roundy’s for $3.60 per share in cash. Under the terms of the merger agreement, Kroger will commence a tender offer for all of the outstanding shares of Roundy’s common stock. Any shares of Roundy’s common stock not acquired in the tender offer will be acquired by Kroger in a subsequent merger. The transaction is subject to Roundy’s stockholders tendering at least a majority of the outstanding shares of Roundy’s common stock in the tender offer, certain regulatory approvals and other customary closing conditions.  

Roundy’s is a leading grocer in the Midwest with nearly $4 billion in sales, and operates 151 retail grocery stores and 101 pharmacies, and has more than 22,000 employees. Kroger, one of the world's largest retailers, employs nearly 400,000 associates who serve customers in 2,623 supermarkets and multi-department stores in 34 states and the District of Columbia.