SOURCE: Delhaize Group

October 06, 2010 04:03 ET

Delhaize Group Announces Expiration of Exchange Offer

BRUSSELS, BELGIUM--(Marketwire - October 6, 2010) - Delhaize Group, the Belgian international food retailer (Euronext Brussels: DELB, NYSE: DEG), announced today the expiration of its private offer to exchange (the "Exchange Offer") any and all of the outstanding 9.00% Debentures due 2031 and 8.05% Notes due 2027 issued by its wholly-owned subsidiary Delhaize America, LLC (the "Existing Securities") held by Eligible Holders for new 5.70% Notes due 2040 issued by Delhaize Group SA/NV (the "New Notes"). The Exchange Offer, which commenced on September 8, 2010, expired at 11:59 p.m., Eastern Time on October 5, 2010 (such date and time, the "Expiration Date"). The principal amounts of each series of the Existing Securities that have been validly tendered for exchange, as of the Expiration Date, based on information provided by the exchange agent to Delhaize Group, are presented in the table below.

                                                               Principal
                                                               Amount
                                                               of New
                                                               Notes to
                                                    Principal  be Issued
                                                    Amount     in Exchange
                                                    of Exist   for Exist-
                                         Principal  ing        ing
                                         Amount     Securi-    Securi-
                       Title of   Matur- Outstand-  ties       ties
                       Existing   ity    ing        Tendered   Tendered
CUSIP     ISIN         Security   Date   (in USD)   (in USD)   (in USD)
---------------------------------------------------------------------------
246688AF2 US246688AF27 9.00%      4/15/ 804,557,000 533,151,000 756,661,000
                       Deb-       2031
246688AB1 USU24627AB45 entures
          US246688AB13 due 2031
344775AC5 US344775AC50 8.05%      4/15/ 126,025,000 55,328,000  70,502,000
                       Notes      2027
                       due 2027
                                                         Total: 827,163,000

On October 8, 2010, Delhaize Group expects to deliver an aggregate principal amount of USD 827,163,000 of New Notes for the Existing Securities accepted for exchange, and will pay accrued and unpaid interest in cash on such Existing Securities and cash in lieu of fractional portions of New Notes.

The Exchange Offer was conducted upon the terms and subject to the conditions set forth in the offering memorandum dated September 8, 2010, and the related letter of transmittal. The Exchange Offer was only made, and copies of the offering documents were only made available, to a holder of the Existing Securities who certified its status as (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (2) a person who is outside the United States and not a "U.S. person" as defined under Regulation S under the Securities Act and who is a "non-U.S. qualified offeree" as defined in the offering memorandum (each, an "Eligible Holder").

The New Notes will contain a change of control provision allowing their holders to require Delhaize Group to repurchase their New Notes in cash for an amount equal to 101% of the aggregate principal amount of New Notes repurchased plus accrued and unpaid interest thereon (if any), upon the occurrence of both (A) a transfer of all or substantially all of the assets of Delhaize Group and its subsidiaries, the consummation of a transaction the result of which a person of group of persons holds more than 50% of the voting rights of Delhaize Group, or the appointment of a majority of the members of the board of directors other than with the approval of the majority of the existing board members, and (B) the New Notes are rated at or below Ba1 by Moody's and at or below BB+ by S&P within a certain period following the announcement of an event that could result in a change of control described in (A) above. Other than the New Notes that will be issued in the Exchange Offer, no other bonds or notes have been issued by Delhaize Group that contain a change of control provision approved by the general meeting of shareholders dated 27 May 2010.

Disclaimers

The New Notes have not been registered under the Securities Act or any U.S. state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable U.S. state securities laws.

The Exchange Offer and the offering of the New Notes have not been and will not be made to the public in any country, including Belgium. In a member state of the European Economic Area, the Exchange Offer and the offering of the New Notes may only be made under one of the exemptions set out in article 3(2) of the EU Directive 2003/71/EC, as implemented in the relevant member state. The Exchange Offer and the offering of the New Notes have not been and will not be approved by the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances / Commissie voor het Bank-, Financie- en Assurantiewezen).

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

Delhaize Group

Delhaize Group is a Belgian international food retailer present in six countries on three continents. At the end of the second quarter of 2010, Delhaize Group's sales network consisted of 2 740 stores. In 2009, Delhaize Group posted EUR 19.9 billion (USD 27.8 billion) in revenues and EUR 514 million (USD 717 million) in net profit (Group share). At the end of 2009, Delhaize Group employed approximately 138 000 people. Delhaize Group's stock is listed on Euronext Brussels (DELB) and the New York Stock Exchange (DEG).

This press release is available in English, French and Dutch. You can also find it on the website http://www.delhaizegroup.com. Questions can be sent to investor@delhaizegroup.com.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Statements that are included or incorporated by reference in this press release and other written and oral statements made from time to time by Delhaize Group and its representatives, other than statements of historical fact, which address activities, events and developments that Delhaize Group expects or anticipates will or may occur in the future, including, without limitation, statements about our intention to exchange validly tendered Existing Securities for New Notes in the Exchange Offer, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as "outlook", "expect", "anticipate", "will", "should" or other similar words or phrases. There is no assurance that Delhaize Group will successfully complete the Exchange Offer as presently intended. Actual outcomes and results may differ materially from those projected depending upon a variety of factors, including, but not limited to, changes in the general economy or the markets of Delhaize Group, in consumer spending, changes in inflation or currency exchange rates or changes in legislation or regulation. Additional risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements are described in Delhaize Group's offering memorandum and the related letter of transmittal and its Annual Report on Form 20-F for the year ended December 31, 2009 and other periodic filings made by Delhaize Group with the U.S. Securities and Exchange Commission, which risk factors are incorporated herein by reference. Delhaize Group disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.

Press release in pdf format: http://hugin.info/133961/R/1449374/391314.pdf

Contact Information

  • Contacts

    Geert Verellen:
    + 32 2 412 83 62
    Aurelie Bultynck:
    + 32 2 412 83 61

    Amy Shue
    (U.S. investors):
    +1 704 633 8250 (ext.2529)