Feb 23, 2007 9:20 AM

Smart & Final Inc has entered into a definitive merger agreement to be acquired by an affiliate of private equity firm Apollo Management LP for $22 per share in cash.

The board of directors of Smart & Final has unanimously approved the transaction, which is expected to close in the second quarter of 2007. Estimated total value of the deal is approximately $812.9 million.

This proposed transaction is subject to approval by Smart & Final’s stockholders, as well as other customary closing conditions, including expiration of the Hart-Scott-Rodino antitrust waiting period.

Smart & Final also reported sales of $491.4 million for its fourth quarter ended Dec 31, 2006, an increase of $34.6 million, or 7.6 percent, over fourth quarter 2005 sales of $456.8 million. For the full year 2006, sales totaled $2.1 billion, a gain of $101.5 million, or 5.1 percent, over 2005 sales of $2.0 billion.