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

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

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