GORGEOUS

Winn-Dixie Stores sold to Bi-Lo for $560M

gorgeous — Mon, 19 Dec 2011 21:58:16 +0000

GREENVILLE, S.C. & JACKSONVILLE, Fla.–(BUSINESS WIRE)–Dec. 19, 2011– BI-LO, LLC (“BI-LO”) and Winn-Dixie Stores, Inc. (NASDAQ: WINN) (“Winn-Dixie”) today announced that the companies will merge to create an organization of approximately 690 grocery stores and 63,000 employees in eight states throughout the southeastern United States. Under the terms of the definitive agreement, BI-LO will acquire all of the outstanding shares of Winn-Dixie stock in the merger.

Winn-Dixie shareholders will receive $9.50 in cash per share of Winn-Dixie common stock, representing a premium of approximately 75% over the closing price of Winn-Dixie common stock on December 16, 2011. A Special Committee of the Winn-Dixie Board of Directors, comprised of eight independent directors, and advised by independent financial and legal advisors, negotiated the transaction and recommended it to the full Board.

The full Board unanimously approved the agreement and recommends Winn-Dixie shareholders vote in favor of the transaction. “We are very excited about the merger of BI-LO and Winn-Dixie,” said Randall Onstead, Chairman of BI-LO. “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.”

“This transaction with BI-LO provides Winn-Dixie shareholders with a significant cash premium for their shares. We believe this transaction is in the best interests of our shareholders,” said Peter Lynch, Chairman, CEO and President of Winn-Dixie. “By combining BI-LO and Winn-Dixie, we anticipate building a company that is stronger than our individual businesses and creating opportunities for continued advancement through the cross-pollination of our people and the sharing of ideas across our organizations, all to the benefit of our guests, suppliers, team members and the neighborhoods that Winn-Dixie serves.”

The transaction is currently expected to close in the next 60 to 120 days, subject to the approval of Winn-Dixie shareholders and other customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is not subject to any financing condition.

Following the completion of the merger, Winn-Dixie will become a privately-held, wholly owned subsidiary of BI-LO and Winn-Dixie’s common stock will cease trading on the NASDAQ. Until the merger is complete, both BI-LO and Winn-Dixie will continue to operate as separate companies.

Following completion of the merger, it is anticipated that the companies will continue to operate under the BI-LO and Winn-Dixie banners that their customers have come to trust. BI-LO and Winn-Dixie do not currently expect any store closures as a result of the combination. The combined company’s executive management team structure and headquarters location will be decided as the companies move closer to finalizing the transaction; however, it is expected that the combined company will maintain a presence in both Greenville and Jacksonville.

William Blair, Citi, The Food Partners, Deutsche Bank Securities, Inc. and Alvarez & Marsal Transaction Advisory Group are acting as financial advisors and Gibson, Dunn & Crutcher LLP and Hunton & Williams LLP are acting as legal advisors to BI-LO. Goldman, Sachs & Co. is acting as exclusive financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the Special Committee of the Winn-Dixie Board of Directors. King & Spalding LLP and Greenberg Traurig, P.A. are acting as legal advisors to Winn-Dixie.

About BI-LO

Founded in 1961 and headquartered in Greenville, S.C., BI-LO operates 207 supermarkets, including approximately 116 in-store pharmacies, in North Carolina, South Carolina, Georgia and Tennessee. The Company employs approximately 17,000 people.

About Winn-Dixie

Founded in 1925 and headquartered in Jacksonville, FL, Winn-Dixie operates approximately 480 retail grocery locations, including approximately 380 in-store pharmacies, in Florida, Alabama, Louisiana, Georgia and Mississippi. The Company employs approximately 46,000 people.

Forward-Looking Statements

Certain statements contained in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including, among others, statements regarding the anticipated merger with BI-LO, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Winn-Dixie and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond Winn-Dixie’s ability to control or predict. Such factors include, but are not limited to, any conditions imposed in connection with the merger, approval of the Merger Agreement by Winn-Dixie’s shareholders, the satisfaction of various other conditions to the closing of the Merger contemplated by the Merger Agreement, and other factors discussed in Winn-Dixie’s Annual Report on Form 10-K for the fiscal year ended June 29, 2011, and other Winn-Dixie filings with the SEC. These risks and uncertainties should be considered in evaluating any forward-looking statements contained herein.

Additional Information and Where to Find it

In connection with the proposed merger and required shareholder approval, Winn-Dixie Stores, Inc. will file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WINN-DIXIE AND THE MERGER. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by Winn-Dixie Stores, Inc. with the SEC may be obtained free of charge by contacting Winn-Dixie at Winn-Dixie Stores, Inc., Attn: Investor Relations, 5050 Edgewood Court, Jacksonville, Florida, 32254-3699. Our filings with the SEC are also available on our website at www.WinnDixie.com.

Participants in the Solicitation

Winn-Dixie and its officers and directors may be deemed to be participants in the solicitation of proxies from Winn-Dixie’s shareholders with respect to the merger. Information about Winn-Dixie’s officers and directors and their ownership of Winn-Dixie’s common shares is set forth in the proxy statement for Winn-Dixie’s 2011 Annual Meeting of Shareholders, which was filed with the SEC on September 27, 2011. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Winn-Dixie and its officers and directors in the merger by reading the preliminary and definitive proxy statements regarding the merger, which will be filed with the SEC.

Source : BI-LO, LLC and Winn-Dixie Stores, Inc. Media BI-LO Joele Frank, Wilkinson Brimmer Katcher Andy Brimmer / Jed Repko / Nick Lamplough 212-355-4449 or Winn-Dixie Eric Barnes, 904-370-7715 Director of Corporate Communication EricBarnes@Winn-Dixie.com or Investors Winn-Dixie Celia Nass, 904-783-5123 Senior Director, Investor Relations CeliaNass@Winn-Dixie.com

The above was released Monday by Winn-Dixie.

New “Arrested Development” Episodes To Run On Netflix

gorgeous — Sat, 19 Nov 2011 22:57:39 +0000

In addition to plans announced last month for a feature-length film, 20th Century Fox Television and Imagine Television just struck a deal with Netflix to produce an all new season of “Arrested Development” in 2013 exclusively for Internet subscribers.

From BuzzFeed / IMAGE SOURCE: FOX

The Hunger Games Trailer Released

gorgeous — Tue, 15 Nov 2011 17:30:01 +0000

Branding? What’s that?

gorgeous — Thu, 03 Nov 2011 22:44:13 +0000

Thousands of design and communication firms have popped up recently claiming that they handle branding. In case you’re wondering, branding is not marketing. It’s not advertising either. In fact, it’s way more than a logo and a catchy tune. Branding deals with every inch of what you are in a customer’s mind. To simplify it more, think of it as your reputation. Be it your look, feel or touch. Perfumes have a brand coupled with their neat packaging and advertisements. Even a golf course has a brand.
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Here at GORGEOUS, we eat, sleep, and dream brands and have done so for over 11 years. We know what branding is and it’s what makes us different from the rest. We’ve handled brand crisis, rebrands, and brand launches as well as advised non-profits and area businesses on how to more accurately brand. Quite frankly, besides design, it’s the one thing we’re really good at. We believe in ultra-high standards. We rate strong consistency, amazing design and The Law of Contraction (narrowing focus) as the first rules we follow and never put anything above them.
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If you’d like to know more about the branding and design deliciousness we offer clients, give us a shout at 850-381-2888 or shoot us an email at hello@gorgeousrfp.com.
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All logos used in this blog post belong to their respective owners. The owners are not affiliated with GORGEOUS in any way.

Florence + The Machine – Ceremonials

gorgeous — Tue, 01 Nov 2011 04:17:24 +0000

Have you and your ears longed for new Florence + The Machine? The wait is over. Download the new album Ceremonials now on iTunes. We’ve had about an hour to fully stream it and we officially approve! This album won’t let you down and it’s awesomeness is right up there with Lungs. Enjoy!

Coke goes white for polar bears

gorgeous — Fri, 28 Oct 2011 07:09:14 +0000

Coca-Cola is one of the most recognizable brands on the planet: a red can with the white letters. World Wildlife Fund is no different: a black-and-white panda. This week, the two joined forces to change the Coke can’s look from red to white. It’s meant to raise awareness and money for polar bears, a threatened species because their icy Arctic habitat is melting rapidly due to climate change.
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The new look is part of a project called Arctic Home, where Coke plans to turn 1.4 billion of its soft-drink cans white for the first time in its history, replacing the familiar red with an image of a mother polar bear and two cubs making their way across the Arctic. There will also be white bottle caps on other drinks the company sells. The new look will be on store shelves from November 1 through February 2012.
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The Arctic Home plan is to work with local residents to manage around half a million square miles of territory to provide a better home for polar bears.
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It’s definitely not the first time Coke has done something related to polar bears. The company has had the connection since 1922 when they were introduced in their advertising. Coca-Cola will also donate $2 million to World Wildlife Fund to support polar bear conservation work. Those who buy the white cans can text the package code to 357357 to make individual donations of $1, or donate online at ArcticHome.com. The company plans to match all donations made with a package code by March 15 up to $1 million.
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Image credit: New Coke cans (World Wildlife Fund/Coca-Cola)

Sony buys Ericsson out of mobile phone venture

gorgeous — Fri, 28 Oct 2011 06:35:48 +0000

Japanese firm pays $1.5bn in cash to take full control of Sony Ericsson (a joint venture created in 2001 with Swedish firm, Ericsson), pursuing a more integrated mobile phone strategy. The deal will be completed in January and will give Sony access to Ericsson large patent portfolio which will help in tackling Apple’s mobile phone market share. Ericsson Chief Executive Hans Vestberg told Reuters the company would use the cash payment to strengthen its balance sheet and had no plans to pay it out to shareholders.

Adapt or Die

gorgeous — Wed, 26 Oct 2011 02:12:28 +0000

This day in age, businesses have to adapt to stay afloat. This may include new technologies such as social networks or just simply blogging everyday. Whatever the case, we help create brands and marketing campaigns that allow easy transition and keep you ahead of the competition daily.
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If you are looking to create a new identity, renew what you already have, or protect your most valuable assets, give us a call at 850-381-2888 or shoot us an email at new@gorgeousrfp.com.

…And The Winner Is – MTV VMA Winners

gorgeous — Mon, 29 Aug 2011 04:05:24 +0000

Watched True Blood or Entourage instead of the VMA’s this year? Out of town? No worries. The winners from this year’s show are below.

VIDEO OF THE YEAR 
Katy Perry, “Firework” 

BEST FEMALE VIDEO 
Lady Gaga, “Born This Way”

BEST MALE VIDEO 
Justin Bieber, “U Smile”

BEST HIP-HOP VIDEO 
Nicki Minaj, “Super Bass”

BEST NEW ARTIST 
Tyler, The Creator, “Yonkers”

BEST POP VIDEO 
Britney Spears, “Till the World Ends”

BEST ROCK VIDEO 
Foo Fighters, “Walk” 

BEST COLLABORATION 
Katy Perry feat. Kanye West, “E.T.” 

BEST VIDEO WITH A MESSAGE
Lady Gaga, “Born This Way”

BEST ART DIRECTION 
Adele, “Rolling in the Deep”

BEST CHOREOGRAPHY
Beyonce, “Run the World (Girls)”

BEST CINEMATOGRAPHY
Adele, “Rolling in the Deep”

BEST EDITING
Adele, “Rolling in the Deep”

BEST SFX (SPECIAL EFFECTS)
Katy Perry feat. Kanye West, “E.T.”

Marketing 2.0 Seminar at FSU-Panama City

gorgeous — Thu, 28 Jul 2011 15:52:14 +0000

If you missed our Managing Partner & Creative Director, Sean Brosnan speak at the Marketing 2.0 Seminar, you can download a pdf copy of the presentation by clicking here.