BI-LO and Winn-Dixie Agree to Merge

Greenville, SC and Jacksonville, FL — BI-LO, LLC and Winn-Dixie Stores, Inc. plan to merge to create an organization of approximately 690 grocery stores in eight southeastern states.

Greenville, SC and Jacksonville, FL — BI-LO, LLC and Winn-Dixie Stores, Inc. plan to merge to create an organization of approximately 690 grocery stores 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.

“We are very excited about the merger of BI-LO and Winn-Dixie,” says 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.”

“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,” says Peter Lynch, chairman, CEO and president of Winn-Dixie.

The transaction is currently expected to close in the next 2 to 4 months, subject to the approval of Winn-Dixie shareholders and other customary closing conditions. 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 respective BI-LO and Winn-Dixie banners.

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.

Founded in 1961 and headquartered in Greenville, S.C., BI-LO operates 207 supermarkets in North Carolina, South Carolina, Georgia and Tennessee.

Founded in 1925 and headquartered in Jacksonville, Fla., Winn-Dixie operates approximately 480 retail grocery locations in Florida, Alabama, Louisiana, Georgia and Mississippi.