Press Release

Kroger Recommends Shareholders Reject "Mini-Tender" Offer by TRC Capital Corporation

Company Release - 4/19/2017 11:30 AM ET

CINCINNATI, April 19, 2017 /PRNewswire/ -- The Kroger Co. (NYSE: KR) today announced that it received notice of an unsolicited "mini-tender" offer by TRC Capital Corporation (TRC Capital) to purchase up to 4 million Kroger common shares at a price of $28.70 per share in cash. The offering price is 4.24 percent below the closing price per share of Kroger's common shares on April 13, 2017, the last trading day before the offer was commenced. The offer is for approximately 0.44 percent of the common shares outstanding.

Kroger does not endorse TRC Capital's unsolicited mini-tender offer and recommends that shareholders do not tender their shares because the offer is at a price below the current market price for Kroger's shares and subject to numerous conditions. Kroger is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

Mini-tender offers seek to acquire less than 5 percent of a company's shares outstanding. Consequently, they can avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules that apply to offers for more than 5 percent of a company's shares outstanding.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm. TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies. 

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital's mini-tender offer. Kroger recommends that shareholders who have not responded to TRC Capital's offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on May 16, 2017, according to TRC Capital's offering documents. TRC Capital may extend the offering period at its discretion.

Kroger encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Kroger requests that a copy of this news release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to shares of Kroger's common stock.

Every day, the Kroger Family of Companies makes a difference in the lives of eight and a half million customers and 443,000 associates who shop or serve in 2,796 retail food stores under a variety of local banner names in 35 states and the District of Columbia. Kroger and its subsidiaries operate an expanding ClickList offering – a personalized, order online, pick up at the store service – in addition to our 2,255 pharmacies, 784 convenience stores, 319 fine jewelry stores, 220 retail health clinics, 1,445 supermarket fuel centers and 38 food production plants in the United States. Kroger is recognized as one of America's most generous companies for its support of more than 100 Feeding America food bank partners, breast cancer research and awareness, the military and their families, and more than 145,000 community organizations including schools. A leader in supplier diversity, Kroger is a proud member of the Billion Dollar Roundtable.

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SOURCE The Kroger Co.

The Kroger Family of Companies