OREANDA-NEWS. Certain funds affiliated with Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, "Apollo") announced the commencement of a cash tender offer to purchase all of the outstanding shares of common stock of The Fresh Market, Inc. (NASDAQ: TFM) ("The Fresh Market"). The tender offer is being made pursuant to the merger agreement (the "Merger Agreement") announced by Apollo and The Fresh Market on March 14, 2016 under which certain funds affiliated with Apollo, a leading global alternative investment manager, and certain other investors will acquire The Fresh Market for approximately $1.36 billion.

The $28.50 per share all-cash tender offer represents a premium of approximately 24% over The Fresh Market's closing share price on March 11, 2016, the last trading day before the announcement of the Merger Agreement, and a premium of approximately 53% over the February 10, 2016 closing share price, the day prior to press speculation regarding a potential transaction, and is being made pursuant to an Offer to Purchase, dated March 25, 2016.

A tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal that set forth the terms and conditions of the tender offer will be filed today by the affiliates of Apollo making the offer. Additionally, The Fresh Market will file with the U.S. Securities and Exchange Commission (the "SEC") a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of The Fresh Market's board of directors that The Fresh Market stockholders tender their shares in the tender offer.

The tender offer will expire at 12:00 midnight (New York City time) on April 21, 2016 (one minute after 11:59 P.M.New York City time on April 21, 2016), unless the offer period is extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The completion of the tender offer will be conditioned on The Fresh Market's stockholders tendering at least a majority of The Fresh Market's outstanding shares, the expiration or early termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvement Act of 1976, and other customary closing conditions. Ray Berry and Brett Berry, who collectively own through affiliates approximately 9.8% of The Fresh Market's outstanding shares, have agreed to exchange a portion of their shares (the "Rollover Shares") for a continued equity investment in the business pursuant to a rollover, contribution and exchange agreement and have agreed not to tender the Rollover Shares in the tender offer.

If, as a result of the tender offer, the Apollo funds and such other investors hold shares (other than Rollover Shares) that represent at least one share more than 50% of all the issued and outstanding shares of The Fresh Market's common stock, and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, The Fresh Market will, as soon as is practicable, merge with a subsidiary of the Apollo funds and such other investors, with The Fresh Market surviving as an indirect wholly owned subsidiary of the Apollo funds and such other investors, under Section 251(h) of the Delaware General Corporation Law, without prior notice to, or any action by, any other stockholder of The Fresh Market.

About Apollo

Apollo (NYSE: APO), a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Singapore, Mumbai, Delhi, Shanghai and Hong Kong. Apollo had assets under management of approximately $170 billion as of December 31, 2015, in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources.