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    Shareholders to Vote on Marsh Merger

    Institutional Shareholder Services and board recommend a vote in favor of merger with MSH Supermarkets.

    INDIANAPOLIS -- The Institutional Shareholder Services (ISS) and Marsh's board of directors have advised Marsh Supermarket shareholders to vote "for" the merger with MSH Supermarkets Holding Corp., affiliate of Sun Capital Partners, Inc. Shareholders will vote for the merger on Sept. 22 at a special meeting of shareholders.

    In a release, Marsh Supermarkets reported that ISS advised shareholders:

    "Given the company's financial and operational situation, and the fairness of the sale process that was conducted, we believe that the merger agreement warrants shareholder support."

    ISS is an independent U.S. proxy advisory firm that makes recommendations and advises mutual funds, fiduciaries and institutional investment funds across the nation.

    Marsh and MSH Supermarkets completed a definitive merger agreement in May, where MSH would acquire all of Marsh's stocks for $11.12 per share. Once customary closing conditions are met and the vote is tallied, the merger is expected to be complete by the end of this month.

    The company's board of directors has unanimously agreed that shareholders should vote for the merger with MSH Supermarkets.

    Marsh operates 68 Marsh supermarkets, 38 LoBill Foods, eight O'Malia Food Markets, 154 Village Pantry convenience stores and two Arthur's Fresh Market stores in Indiana and western Ohio. The company also operates Crystal Food Services, Primo Banquet Catering and Conference Centers, Floral Fashions, and McNamara Florist.

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