Whole Foods Market Inc said it had sought $45 per share from Amazon.com Inc but settled for $42 per share, which the e-commerce giant called its “best and final offer”.
Amazon had initially offered $41 in May, Whole Foods said in a regulatory filing on Friday.
Amazon told Whole Foods it was considering other opportunities in case the final offer was turned down, the upmarket grocery chain said.
Whole Foods also said it had received interest from two other companies and four private equity firms before agreeing to engage with Amazon.
One of the companies, which Whole Foods did not name, had proposed a merger of equals that valued the grocery chain at $35 to $40 per share.
Whole Foods’ management decided not to solicit proposals from private equity firms as the price proposed by Amazon.com likely exceeded the price a private equity buyer could be expected to pay.
Amazon asked Whole Foods not to approach other potential bidders while they were engaged in talks and warned that it would call off the discussions in the event of a rumor or leak of a potential transaction.
Amazon said in June it would buy Whole Foods for $13.7 billion, in a deal that could turn the high-end grocer into a mass-market merchant and upend the already struggling U.S. retail industry.
Amazon’s shares were up almost 1 percent at $973.88 in early trading on Friday, while Whole Foods shares were marginally down at $41.98.