Rosemont, IL-based distributor US Foods declared that its previously-announced information sharing process with Performance Food Group (PFG) has been cancelled by mutual agreement and the two companies will no longer pursue a potential combination.

In addition, US Foods announced a planned $250 million accelerated share repurchase (ASR) agreement and that its board of directors approved a new $1 billion share repurchase authorization. The company also reiterated its fiscal 2025 outlook and 2025 to 2027 long-range plan.

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“We have completed our thorough analysis, including synergies and regulatory considerations, of the potential benefits of a combination with PFG. While we are pleased to have engaged in this exploratory process together, our board of directors and the executive leadership team have determined that it is in the best interest of US Foods and its shareholders to terminate discussions regarding a potential combination,” US Foods CEO Dave Flitman said in a Nov. 24 news release. “We have concluded that our best path to long-term value creation is executing our long-range plan, including our disciplined capital allocation framework.”

U.S. Foods supplies restaurants, hospitals, schools and hotels, and generated $37.9 billion in revenue last year. The company employs approximately 30,000 people across more than 70 locations.

PFG delivers over 300,000 food and related products to customers across the U.S. and Canada, offering services across three units — restaurant supplier Performance Foodservice, candy and snack distributor Vistar and its Core-Mark business serving convenience stores.

In mid-August, PFG announced that it had rejected talks with US Foods about a potential takeover from the latter. But just a month later, both companies said they had begun an information sharing arrangement to explore a potential combination. Such a merger would’ve formed a company with about $100 billion in combined revenue, which would surpass Sysco as the U.S.’ largest foodservice distributor.

News of US Foods’ interest in a PFG takeover first surfaced in mid-July.

Flitman continued: “From the very beginning of this process, we have been clear about our ability to deliver on our growth algorithm as a standalone company. Our team’s execution and unwavering commitment to customer success have driven consistent above-market top and bottom-line growth, and we remain firmly positioned to achieve our Long-range Plan. The planned $250 million ASR agreement and the new $1 billion share repurchase authorization announced today underscore our focus on creating long-term shareholder value, the confidence we have in our future, and the acceleration of our operating cash flow.”

Fiscal 2025 Outlook and 2025 to 2027 Long-range Plan

US Foods reaffirms its previously announced outlook for Fiscal Year 2025, as provided on Nov. 6, and its 2025 to 2027 Long-range Plan growth algorithm of 5% net sales CAGR, 10% Adjusted EBITDA CAGR, at least 20 basis points of annual adjusted EBITDA margin expansion and 20% adjusted diluted EPS CAGR.