Empire Company’s $800 Million Acquisition of Farm Boy

Greenhill & Co. Canada Ltd., Scotiabank and KPMG LLP acted as financial advisors to Empire Company Limited. Stewart McKelvey, Stikeman Elliott LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors.

Empire Company Limited (Empire) (TSX: EMP.A) announced today that it has signed an agreement to acquire Farm Boy, one of the most exciting, fastest growing and successful food retailers in the country, with 26 locations in Ontario and many more on the way, for a total enterprise value of $800 million.

Farm Boy’s outstanding fresh format is an excellent fit with Empire’s Sobeys and FreshCo banners in Ontario, a region where Empire is under-penetrated. Farm Boy is a highly scalable platform, with industry leading growth and metrics, and will enable Empire to accelerate growth in urban markets.

Farm Boy’s Founder and co-CEO, Jean-Louis Bellemare, who opened the first Farm Boy grocery store in Ottawa in 1981, and Jeff York, who has been co-CEO of Farm Boy since 2009, will continue in their roles for the long-term, managing the business separately from Empire’s broader operations and reporting directly to Empire President and CEO, Michael Medline. The co-CEOs of Farm Boy will ramp up expansion plans and continue to cultivate Farm Boy’s unique and compelling brand. Although managed separately, Farm Boy will benefit from Empire’s infrastructure and capabilities, in areas such as real estate, sourcing and logistics, providing certain non-customer facing synergies and enabling faster and even more effective store expansion.

Rollout of the Farm Boy concept in the Greater Toronto Area (GTA) and continuing the existing expansion plans in southwestern Ontario will be early priorities, through a combination of new site builds and conversions of some existing Sobeys locations. As well, Farm Boy will boost Empire’s GTA penetration by adding their exceptional private label products to Sobeys’ new Ocado-based e-commerce business, the world’s most advanced online grocery platform, which will launch in 2020 in the GTA.

The Paul, Weiss team includes corporate partner Adam Givertz (Picture) and counsel Andrea Quek.

Involved fees earner: Adam Givertz – Paul Weiss Rifkind Wharton & Garrison; Andrea Quek – Paul Weiss Rifkind Wharton & Garrison;

Law Firms: Paul Weiss Rifkind Wharton & Garrison;

Clients: Empire Company Ltd;

Author: Ambrogio Visconti