As part of the deal, which is subject to shareholder approval, Blueheath will acquire the entire issued share capital of Giant Topco Ltd, the ultimate holding company of the Booker Group, through the issue of 1,344,910,958 new ordinary shares in Blueheath.
The new company will be renamed Booker Group, with estimated annual sales of more than £3bn.
Booker is the UK’s second-biggest wholesaler and last year reported sales of £3.04bn. In contrast, Blueheath recorded a pre-tax loss of £4.9m on sales of £132.3m.
Charles Wilson, CEO of Booker, will become CEO of the new group, while Blueheath CEO Mark Aylwin will take on the role of managing director of the delivered wholesale business.
“The directors and proposed directors believe that the acquisition will form one of the UK’s leading wholesalers by combining Booker’s scale, customer base, catering expertise, coverage and brands with Blueheath’s technology and delivery expertise,” the group’s said in a statement.
Wilson added: “Booker has made great progress in the last 18 months and this transaction gives us the opportunity to take the group to the next level. A combined Booker/Blueheath will be able to offer retailers and caterers an unrivalled service of national delivery, ‘top-up’ delivery and cash and carry.”