Exhibit 99.1
NOTICE TO HOLDERS OF RECORD ON AUGUST 28, 2007
OF
3.25% CONVERTIBLE SENIOR DEBENTURES DUE 2034 (“DEBENTURES”)
OF
WILD OATS MARKETS, INC. (CUSIP 96808B AA5 & AB3)
Reference is hereby made to the subject
Indenture, dated as of
June 1, 2004 (
“Indenture”), by
and between Wild Oats Markets, Inc (the
“Company”) and U.S. Bank National Association, as trustee
(the
“Trustee”). Capitalized terms used herein shall have the respective meaning set forth in the
Indenture.
On
August 28, 2007, Whole Foods Market, Inc. (
“WFM”) became the direct or indirect
“beneficial
owner,” as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, of more than
50% of the total voting power of all shares of
the Company’s capital stock that are entitled to
vote generally in the election of directors. This resulted in a Fundamental Change.
On
August 31, 2007, WFMI Merger Co., a wholly-owned subsidiary of WFM, merged with and into
the Company (the
“Merger”), and pursuant thereto, each share of Common Stock of
the Company has
been converted into the right to receive $18.50 in cash. The Merger was declared effective by the
Secretary of State of Delaware on
August 31, 2007.
Make-Whole Premium
The Company will pay to holders of record on
August 28, 2007 (the date of the Fundamental
Change), a make-whole-premium (a
“Make-Whole Premium”) of $9.2631 million, or $80.5483 per $1,000
principal amount of Debentures. The Make-Whole Premium is payable on
September 21, 2007 to holders
of record as of
August 28, 2007. The payment will be made by wire transfer of immediately
available funds to the account of the Depositary or its nominee.
The Company will also send a Fundamental Change Notice to the holders of record on
August 28,
2007 that, among other items, will set forth the foregoing information regarding the Make-Whole
Premium.
The Company’s calculation of the Make-Whole Premium is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provided by: |
|
|
Average |
|
Quote Date |
|
RBC |
|
|
JPM |
|
|
Market Bid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/21/07 |
|
|
109.000 |
|
|
|
108.4099 |
|
|
|
108.7050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/20/07 |
|
|
109.125 |
|
|
|
107.4266 |
|
|
|
108.2758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/16/07 |
|
|
108.500 |
|
|
|
107.5622 |
|
|
|
108.0311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/07 |
|
|
107.500 |
|
|
|
107.7996 |
|
|
|
107.6498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/14/07 |
|
|
107.625 |
|
|
|
107.6000 |
|
|
|
107.6125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average 5 Day Closing Trading Prices |
|
|
|
|
|
|
108.0548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Par Value |
|
|
|
|
|
|
100.0000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equals: Percentage Premium per Bond |
|
|
|
|
|
|
8.0548 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiplied by: Number of Bonds Outstanding (in millions) |
|
|
115.0000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Make Whole Premium (in millions) |
|
|
$9.2631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Implied Purchase Price per Bond |
|
|
$1,080.5483 |
|
|
Conversion Rights of Holders
As a result of the Merger, the Debentures may be surrendered for conversion at any time until
and including Friday,
September 28, 2007. Prior to the Merger, the Conversion Rate of the
Debentures was 56.5099 shares of Common Stock for each $1,000 principal amount of Debentures.
After giving effect to the Merger, each $1,000 principal amount of Debentures may be converted into
the right to receive $1,045.44 in cash.
In order to exercise the conversion privilege with respect to any Debenture in certificated
form,
the Company must receive at the office or agency of
the Company maintained for that purpose
or, at the option of such holder, the Corporate Trust Office (U.S. Bank National Association, 60
Livingston Avenue,
St. Paul,
Minnesota 55107, Attention: Specialized Finance Department), such
Debenture with the original or facsimile of the form entitled
“Form of Conversion Notice” on the
reverse thereof, duly completed and manually signed, together with such Debentures duly endorsed
for transfer, accompanied by the funds, if any, required by Section 15.02 of the
Indenture. Such
notice shall also state the name or names (with address or addresses) in which the
certificate or certificates for shares of Common Stock which shall be issuable on such conversion
shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to
Section 15.07 of the
Indenture.
In order to exercise the conversion privilege with respect to any interest in a Global
Debenture, the beneficial holder must complete, or cause to be completed, the appropriate
instruction form for conversion pursuant to the Depositary’s book-entry conversion program,
deliver, or cause to be delivered, by book-entry delivery an interest in such Global Debenture,
furnish appropriate endorsements and transfer documents if required by
the Company or the Trustee
or Conversion Agent, and pay the funds, if any, required by Section 15.02 of the
Indenture and any
transfer taxes if required pursuant to Section 15.07 of the
Indenture.