SOURCE: Delhaize Group

September 22, 2010 02:16 ET

Delhaize Group Announces Satisfaction of Minimum Condition of Exchange Offer and Extension of Early Participation Deadline

BRUSSELS, BELGIUM--(Marketwire - September 22, 2010) -



Delhaize Group, the Belgian international food retailer (Euronext Brussels: DELB, NYSE: DEG), announced today early results 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 approximate principal amounts of each series of the Existing Securities that have been validly tendered for exchange, as of 5:00 p.m., Eastern Time, on September 21, 2010, based on information provided by the exchange agent to Delhaize Group, are presented in the table below. The amount of outstanding Existing Securities validly tendered as of such time exceeded the minimum condition that Delhaize Group receive valid tenders, not validly withdrawn, of enough Existing Securities so that at least USD 375 million aggregate principal amount of New Notes will be issued in exchange for the Existing Securities.

                                              Principal
                        Title of              Amount
                        Existing   Maturity  Outstanding
CUSIP      ISIN         Security   Date      in USD

246688AF2  US246688AF27  9.00%     4/15/2031  804,557,000
                        Debentures
246688AB1  USU24627AB45 due 2031

           US246688AB13

344775AC5  US344775AC50  8.05%     4/15/2027  126,025,000
                         Notes
                         due 2027

                                     Approximate
                                     Aggregate
                                     Principal
                        Approximate  Amount of
                        Aggregate    New Notes to
                        Principal    be Issued in
                        Amount of    Exchange for
                        Existing     Existing
                        Securities   Securities
                        Tendered as  Tendered as
                        of           of
                        9/21/2010 in 9/21/2010 in
CUSIP      ISIN         USD          USD

246688AF2  US246688AF27 532,316,000  755,477,000

246688AB1  USU24627AB45

           US246688AB13



344775AC5  US344775AC50 55,328,000    70,502,000



                             Total:  825,979,000


Delhaize Group also announced that the Early Participation Deadline in connection with the Exchange Offer originally scheduled to expire on September 21, 2010, at 5:00 p.m., Eastern Time, has been extended through October 5, 2010 at 11:59 p.m., Eastern Time, which is the expiration date of the Exchange Offer. All other terms of the Exchange Offer remain unchanged.

The Exchange Offer will expire at 11:59 p.m., Eastern Time on October 5, 2010, unless extended or terminated. In accordance with the terms of the Exchange Offer, the withdrawal deadline relating to the Exchange Offer occurred at 5:00 p.m., Eastern Time, on September 21, 2010. As a result, Existing Securities previously tendered or tendered during the remainder of the Exchange Offer may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

The Exchange Offer is being 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 is only made, and copies of the offering documents will only be made available, to a holder of the Existing Securities who has 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").

» 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.

Documents relating to the Exchange Offer will only be distributed to holders of Existing Securities who complete and return a letter of eligibility confirming that they are within the category of eligible investors for the Exchange Offer. Holders of Existing Securities who desire a copy of the eligibility letter may contact Global Bondholder Service Cooperation, the information agent for the Exchange Offer, at +1-212 430-3774 and +1-866-857-2200 (US Toll Free).

» 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.

» Contacts

Geert Verellen: + 32 2 412 83 62
Aurélie Bultynck: +32 2 412 83 61
Amy Shue (U.S. investors): +1 704 633 8250 (ext. 2529)

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.





[HUG#1445922]





Press release in pdf format: http://hugin.info/133961/R/1445922/389031.pdf




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Source: Delhaize Group via Thomson Reuters ONE

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