Robbins Geller Rudman & Dowd LLP Announces Proposed Settlement of Winn-Dixie Stores, Inc. Securities Litigation

The following statement is being issued by Robbins Geller Rudman & Dowd LLP regarding the Winn-Dixie Securities Litigation:

If You Owned Winn-Dixie Stores, Inc. Common Stock as of March 9, 2012, You May Be Entitled to Settlement Benefits

What Is This About?

A class action lawsuit concerning the acquisition on March 9, 2012 of Winn-Dixie Stores, Inc. (“Winn-Dixie”) by BI-LO, LLC for $9.50 per share has been settled (the “Settlement”). The lawsuit alleges, inter alia, that Winn-Dixie’s stock was undervalued in the sale. As part of the Settlement, those shareholders who owned Winn-Dixie common stock as of March 9, 2012 may be entitled to receive additional payment through: (a) a cash-payment common fund (“Common Fund”), or (b) an opt-in appraisal determination (“Appraisal Proceeding”). The Settlement is not an admission of wrongdoing. The Court has not decided who is right and who is wrong. Instead, the parties have decided to settle their dispute.

Am I a Member of the Class?

Unless you are a named defendant to the settled litigation or have excluded yourself from the Settlement, you are a member of the Class if you held Winn-Dixie common stock on March 9, 2012.

What Are the Settlement Benefits for the Class?

Option #1 -- Cash-Payment from the Common Fund. You have the right to receive an additional cash payment for your Winn-Dixie shares (those owned on March 9, 2012), to be paid from a $9 million Common Fund. Each participant in the Common Fund will receive equal money per share, with the per-share payment amount calculated pro rata, depending on how many total Class members make claims from the fund. Subject to Court approval, notice and claim administration expenses, as well as up to $3.15 million (representing a portion of the award of Class Counsel’s attorneys’ fees and expenses) and any service awards to the Lead Plaintiffs will be deducted from the Common Fund. (Note: You cannot choose to participate both in the Option #1 Common Fund and Option #2 Appraisal Proceeding, below, for the same Winn-Dixie shares.)

Option #2 -- Opt-in Appraisal Proceeding. If you believe that the fair value of Winn-Dixie’s shares was more than the $9.50 per share merger consideration and you would like to deposit and risk $1.00 per share, you have the right to make an appraisal claim for your Winn-Dixie shares. If the Appraisal Arbitrator determines that the fair value of Winn-Dixie’s shares was less than $9.50 per share, you forfeit the $1.00 per share you deposited. If the Appraisal Arbitrator determines that the fair value of Winn-Dixie’s shares was more than $9.50 per share, you can receive an additional amount per share—based on the Appraisal Arbitrator’s determination of fair value—up to $3.50 per share. Such payments will be made from an appraisal fund that is capped at $2.5 million, not from the Common Fund in Option #1. The amount of payment per share will be paid pro rata and depends on how many total Class members make appraisal claims. Regardless, if the Appraisal Arbitrator determines that the fair value of Winn-Dixie’s shares was $9.50 or more, the $1.00 per share you risked will be returned to you. (Note: You cannot choose Option #1, above, and this Appraisal Proceeding for the same Winn-Dixie shares.)

Class Counsel takes no position on what is best for you. You need to carefully weigh all of the pros and cons as to whether to request exclusion from the Settlement and/or which Settlement option to choose.

How Do I Participate in the Settlement Benefits?

To participate in the Common Fund cash payment, Option #1, you must mail, or submit online a completed Proof of Claim Form postmarked no later than 30 days after the Effective Date. To instead opt into the Appraisal Proceeding, Option #2, you must deposit $1.00 per share and you must mail, fax, or submit online a completed Appraisal Election Form by October 21, 2014. If you do not wish to participate in the Settlement, you may exclude yourself from the Class by October 21, 2014, or you may remain in the Class and object to any aspect of the Settlement by November 5, 2014. Visit www.winndixieshareholdersettlement.com for important information about your options in the Settlement.

Hearing on the Proposed Settlement

The Court will hold a Final Settlement Hearing on December 5, 2014 at 8:30 a.m., to determine whether the proposed Settlement is fair, reasonable, and adequate, to approve attorneys’ fees and expenses, and any service awards for Lead Plaintiffs. The hearing date may be changed by the court, and you should check www.winndixieshareholdersettlement.com for updates. The Final Settlement Hearing will take place at the Duval County Courthouse, 501 W. Adams Street, Jacksonville, FL 32202. You do not have to attend the hearing.

To get additional information, including a copy of the detailed Notice, the Proof of Claim Form for the Common Fund cash payment (Option #1), or the Appraisal Election Form for the Appraisal Proceeding (Option #2), visit www.winndixieshareholdersettlement.com or call 1-877-430-6524.