BRUSSELS, BELGIUM--(Marketwire - Nov 29, 2012) -
Delhaize Group (the "Company"), the Belgian international food retailer
(Euronext Brussels: DELB, NYSE: DEG), announced today that it has
determined
that upon consummation of its debt tender offer (the "Tender Offer") it
will pay
holders who validly tendered and did not validly withdraw their Notes at or
prior to 5:00 p.m., New York City time, on November 29, 2012 (the
"Expiration
Date"), the total consideration of USD 1,059.45 for each USD 1,000
principal
amount of its 5.875% Senior Notes due 2014 (the "Notes") accepted for
purchase.
Tender Offer Pricing
Holders who have validly tendered and have not validly withdrawn their
Notes at
or prior to the Expiration Date will be eligible to receive the Total
Consideration (as defined below) plus accrued and unpaid interest up to,
but not
including, the Settlement Date.
The total consideration has been determined for the Notes by reference to
the
fixed spread over the reference yield based on the bid-side price of the
reference U.S. treasury security, as calculated by the Dealer Managers on
11:00
a.m., New York City time, on November 29, 2012 (the "Total Consideration").
The
Total Consideration was calculated in accordance with the Offer to Purchase
(as
defined below). The Total Consideration and the applicable reference yield
are
detailed in the table below:
NOTES CUSIP PRINCIPAL REFERENCE REFERENCE FIXED TOTAL
AMOUNT RATE YIELD SPREAD CONSIDERATION
OUTSTANDING
5.875% 24668PAC1 $300,000,000 0.25% U.S. 0.223% +50 bps $1,059.45
Senior Treasury
Notes due Note due
2014 January
31, 2014
The Settlement Date is currently expected to be December 3, 2012.
The terms and conditions of the Tender Offer are described in the Offer to
Purchase dated November 20, 2012 and the accompanying Letter of
Transmittal.
Additional Information
BofA Merrill Lynch and J.P. Morgan are acting as Dealer Managers for the
Tender
Offer. D.F. King & Co., Inc. is acting as the Information Agent. For
detailed
terms of the Tender Offer, please refer to the Offer to Purchase which
(subject
to distribution restrictions) can be obtained from the Dealer Managers and
the
Information Agent referred to below:
Dealer Managers
BofA Merrill Lynch
214 North Tryon Street, 17(th) Floor
Charlotte, North Carolina 28255
Attn: Liability Management Group
(888) 292-0070 (toll-free)
(980) 387-3907 (collect)
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
(866) 834-4666 (toll-free)
(212) 834-2494 (collect)
Information and Tender Agent
D.F. King & Co., Inc.
48 Wall Street, 22 Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 290-6427
Email: delhaize@dfking.com
Disclaimers
This announcement does not constitute, or form part of, any solicitation or
any
Tender Offer or invitation to buy or sell any securities or any Tender
Offer of
securities, in any jurisdiction nor shall it (or any part of it), or the
fact of
its distribution, form the basis or be relied on in connection with any
contract
therefore. No action has been or will be taken in any jurisdiction in
relation
to such tender Tender Offer that would permit a public Tender Offer in any
jurisdiction. No indications of interest in the solicitation of Tender
Offers to
sell or to subscribe for securities are sought by this announcement.
The Tender Offer referred to in this announcement is not made to, and any
Tender
Offers will not be accepted from, or on behalf of, holders of Notes in any
jurisdiction in which the making of such tender Tender Offer will not be in
compliance with the laws and regulations of such jurisdiction. Persons into
whose possession this announcement, the Offer to Purchase, or any other
materials relating to the Tender Offer or any other securities referred to
above
are required to inform themselves about, and to observe, any such
restrictions.
The Tender Offer is made only by the Offer to Purchase and the information
in
this release is qualified by reference to the Offer to Purchase and
accompanying
Letter of Transmittal.
The distribution of this document in certain jurisdictions may be
restricted by
law. Persons into whose possession this document comes are required by
Delhaize
Group and the Dealer Managers to inform themselves about, and to observe,
any
such restrictions.
United Kingdom
This announcement has been issued by Delhaize Group and is directed at, and
its
distribution is restricted to Qualifying Holders, those holders being
investment
professionals within the meaning of the Financial Services and Markets Act
2000
(Financial Promotion) Order 2005 or other persons to whom it can lawfully
be
communicated under that order. It is not addressed to or directed at any
other
person, including any retail clients within the meaning of the UK Financial
Services Authority Handbook of Rules and Guidance, and any investment
activity
to which this announcement, the Offer to Purchase or such other Tender
Offer
material relates are available only to, and will only be engaged with,
Qualifying Holders.
Belgium
Neither this announcement, the Offer to Purchase nor any other documents or
materials relating to the Tender Offer have been submitted to or will be
submitted for approval or recognition to the Financial Services and Markets
Authority (Autorité des services et marchés financiers /
Autoriteit financiële
diensten en markten) and, accordingly, the Tender Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids as amended or replaced
from
time to time. Accordingly, the Tender Offer may not be advertised and the
Tender
Offer will not be extended, and neither this announcement, the Offer to
Purchase
nor any other documents or materials relating to the Tender Offer
(including any
memorandum, information circular, brochure or any similar documents) has
been or
shall be distributed or made available, directly or indirectly, to any
person in
Belgium other than "qualified investors" as defined in Article 6 of the
Belgian
Law of 1 April 2007 on public takeover bids, acting on their own account.
This
Offer to Purchase has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Tender Offer.
Accordingly, the information contained in this announcement or the Offer to
Purchase may not be used for any other purpose or disclosed to any other
person
in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to the public
in the
Republic of France ("France"). Neither this announcement, the Offer to
Purchase
nor any other documents or materials relating to the Tender Offer have been
or
shall be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of
third
parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) other than an individual, acting on its own
account,
all as defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411
1 to D.411-3 of the French Code Monétaire et Financier, are eligible
to
participate in the Tender Offer. Neither this Offer to Purchase nor any
other
document or material relating to the Tender Offer has been or will be
submitted
to the clearance procedures (visa) of the Autorité des Marchés
Financiers.
Italy
None of the Tender Offer, this announcement, the Offer to Purchase or any
other
documents or materials relating to the Tender Offer have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations.
The Tender Offer is being carried out in the Republic of Italy as an
exempted
Tender Offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative
Decree No. 58 of 24 February 1998, as amended (the "Financial Services
Act") and
article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14
May
1999, as amended.
Any Qualifying Holder located in the Republic of Italy can participate in
the
Tender Offer only if the Notes tendered by it have a nominal amount or an
aggregate nominal amount, equal to or greater than EUR50,000 (an "Eligible
Italian
Investor"). Accordingly, Qualifying Holders located in the Republic of
Italy
that do not qualify as Eligible Italian Investors may not participate in
the
Tender Offer and neither this announcement, the Offer to Purchase nor any
other
documents or materials relating to the Tender Offer may be distributed or
otherwise made available to them as part of the Tender Offer.
Eligible Italian Investors may tender their Notes in the Tender Offer
through
authorised persons (such as investment firms, banks or financial
intermediaries
permitted to conduct such activities in the Republic of Italy in accordance
with
the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007,
as
amended from time to time, and Legislative Decree No. 385 of 1 September
1993,
as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with
the Notes
or this Offer to Purchase.
General
The Dealer Managers and the Delhaize Group (or their directors, employees
or
affiliates) make no representations or recommendations whatsoever regarding
this
announcement, the Offer to Purchase, the Tender Offer or other Tender Offer
material relating thereto.
None of the Delhaize Group (or any member thereof) or the Dealer Mangers
makes
any recommendation as to whether or not holders of Notes should participate
in
the Tender Offer.
Delhaize Group accepts responsibility for the information contained in this
announcement.
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.
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, the
Company's
intention to redeem any of the Notes that remain outstanding after the
consummation of the Tender Offer, strategic options, future strategies and
the
anticipated benefits of these strategies, are "forward-looking statements"
within the meaning of the U.S. federal securities laws that are subject to
risks
and uncertainties. These forward-looking statements generally can be
identified
as statements that include phrases such as "guidance," "outlook,"
"projected,"
"believe," "target," "predict," "estimate," "forecast," "strategy," "may,"
"goal," "expect," "anticipate," "intend," "plan," "foresee," "likely,"
"will,"
"should" or other similar words or phrases. Although such statements are
based
on current information, 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
strategy, in consumer spending, in inflation or currency exchange rates or
in
legislation or regulation; and competitive factors. 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 most recent Annual Report on Form 20-F and other 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. If the
Company
does update one or more forward-looking statements, no inference should be
made
that it will make additional updates with respect to those or other
forward-
looking statements.
Announcement in pdf-format: http://hugin.info/133961/R/1661372/538319.pdf
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(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Delhaize Group via Thomson Reuters ONE
[HUG#1661372]