Risk Arbitrage, 2nd Edition

APPENDIX CWhole Foods Markets—Excerpts from Proxy Statement

POINT 1: We are providing the valuation sections from the Whole Foods Markets proxy statement that was calculated by the investment bankers.

Summary of Evercore's Financial Analysis

Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of Whole Foods Market to corresponding financial multiples and ratios for the following publicly traded grocery retailers and mass merchandisers:

Grocery Retailers	Mass Merchandisers
The Kroger Co.	Wal‐Mart Stores, Inc.
Ahold Delhaize	Target Corporation
Sprouts Farmers Market, Inc.
Weis Markets, Inc.
Supervalu, Inc.
Ingles Markets, Inc.

Although no grocer or merchandiser is directly comparable to Whole Foods Market, Evercore selected these companies because it believed that they had characteristics that were instructive for purposes of its analysis. For each of the companies identified above, Evercore calculated and compared various financial multiples and ratios based on financial data and closing stock prices as of June 14, 2017, which Evercore obtained from filings made with the SEC and from publicly available equity research analysts' projections. The financial multiples and ratios of Whole Foods Market were based on publicly available equity research analysts' projections and information from Whole Foods Market management.

Because no selected peer group company is exactly the same as Whole Foods ...