SpartanNash–C&S $ Merger Faces New FTC Review But Still On Track To Close In Late 2025

As previously disclosed, on June 22, 2025, SpartanNash Company, a Michigan corporation (the "Company" or "SpartanNash") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, New Mackinac HoldCo, Inc., a Delaware corporation ("Parent"), Mackinac Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of Parent, and C&S Wholesale Grocers, LLC, a Delaware limited liability company ("Guarantor" or "C&S"), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Transaction"), with the Company surviving the Transaction as a wholly-owned subsidiary of Parent.

On August 18, 2025, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), C&S voluntarily withdrew its HSR Act Notification and Report Form previously filed on July 18, 2025, in order to provide the Federal Trade Commission (the "FTC") with additional time to review the Transaction.

In accordance with the regulations under the HSR Act, C&S resubmitted its HSR Act Notification and Report Form on or about August 19, 2025, commencing a new 30-day waiting period under the HSR Act. Withdrawing and refiling pre-merger notifications is a standard procedure in order to provide additional time for antitrust review of certain transactions. The Company and C&S continue to work constructively with FTC staff in the FTC's review of the Transaction and continue to expect to consummate the Transaction in late 2025, subject to the receipt of required regulatory approvals, the adoption of the Merger Agreement by SpartanNash's shareholders, and the satisfaction or waiver of other customary closing conditions.