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INDIANAPOLIS-Marsh Supermarkets Inc. has signed a letter of intent to be purchased by an affiliate of Sun Capital Partners for $88 million. Sun Capital, a private investment firm specializing in leveraged buyouts of market-leading companies, would purchase all outstanding shares for an all-cash price of $11.13 per share.

Last year, Marsh's board of directors created a special committee of independent director and hired Merrill Lynch & Co. to consider strategic alternatives. The committee approved entering into the letter of intent, but the final transaction will be left up to the company's shareholders. Under the agreement, Marsh has vowed not to solicit alternative transactions before May 11, 2006.

Gary Talarico, managing director of Sun Capital, implied in a released statement that Sun Partners would make little changes with Marsh's management structure. "We are enthusiastic about Marsh's dominance in its core markets and look forward to working with the management team and employees of the company to continue to deliver excellent value to customers and the communities that Marsh serves," he said.