BRUSSELS, Belgium - May 30, 2007 - Delhaize Group, the Belgian international food retailer (Euronext Brussels: DELB, NYSE: DEG), announced today that Delhaize America, Inc., its wholly owned subsidiary, launched a tender offer to purchase for cash up to USD 1.1 billion principal amount of its debt.
The terms of the tender allow for the purchase for cash of up to USD 1.1 billion (the Tender Cap) outstanding principal amount (subject to change by the Company) of Delhaize America's USD 1.1 billion 8.125% notes due 2011, its USD 855 million 9.000% debentures due 2031, and its USD 126 million 8.050% notes due 2027. The amount of each issue of securities that is purchased in the offer will be based on the Tender Cap and the order of priority set forth in the table below, and may be prorated.
Launch of the tender offer....................May 30, 2007
Early Tender Time and Withdrawal Deadline....June 12, 2007, 5:00 p.m., New York City time, unless extended
Price Determination Date.................June 12, 2007, 11:00 a.m., New York City time unless extended
Announcement of Early Tender results and Pricing..........One business day after Price Determination Date
Expiration Time..............................June 26, 2007, Midnight, New York City time, unless extended
Announcement of final tender results.......One business day after Expiration Time
Expected Settlement Date.............Two business days after Expiration Time
The terms and conditions of the tender offer are described in the Offer to Purchase dated May 30, 2007 and the accompanying Letter of Transmittal.
The "Tender Offer Consideration" for the notes tendered and accepted for payment will be determined by reference to the applicable fixed spread specified for each security over the applicable reference yield based on the bid-side price of the applicable reference treasury security as calculated on the Price Determination Date, as described in the Offer to Purchase.
Holders must tender and not withdraw at or prior to the Early Tender Time to receive the "Total Consideration," which includes the Early Tender Premium shown in the table above. Holders who tender after the Early Tender Time but before the Expiration Time will receive only the Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Premium. Tendered securities may only be withdrawn at or prior to the Withdrawal Deadline.
In addition to the applicable Total Consideration or Tender Offer Consideration, as the case may be, accrued and unpaid interest up to, but not including, the Settlement Date will be paid in cash on all validly tendered notes accepted for purchase. Purchased notes will be cancelled and not reissued. Delhaize Group expects to use net proceeds from its sale of new senior debt securities to purchase securities tendered pursuant to the tender offer.
Delhaize Group expects to incur a one-time charge in the second quarter of 2007 because the outstanding debt will be purchased above its carrying value. The exact amount of the charge and the additional income statement impact will depend on the final conditions of the transaction. Beginning 2008, the transaction is expected to have an annual net favorable impact on the Company's net earnings.
Banc of America Securities LLC and Merrill Lynch & Co. are the Dealer Managers for the tender offer. Global Bondholders Services Corporation is the Information Agent and the Depositary.
Any questions regarding procedures for tendering notes or requests for additional copies of this Offer to Purchase or the Letter of Transmittal should be directed to the Information Agent (telephone number: Banks and Brokers, Call: +1 (212) 430-3774, All Others Call Toll-Free (U.S.): (866) 807-2200). Any questions regarding the terms of the Offer should be directed to the Dealer Managers (Banc of America Securities LLC Toll-Free (U.S.): (866) 475-9886 Collect: +1 (704) 386-3244 or +44 (20) 7174 4313, or Merrill Lynch & Co. Toll-Free (U.S.): (888) 654-8637 Collect: +1 (212) 449-4914) or +44 (20) 7995 3715.
Delhaize Group is a Belgian food retailer present in eight countries on three continents. At the end of March 2007, Delhaize Group's sales network consisted of 2,717 stores. In 2006, Delhaize Group posted EUR 19.2 billion (USD 24.1 billion) in net sales and other revenues and EUR 351.9 million (USD 441.8 million) in net profit. At the end of 2006, Delhaize Group employed approximately 142,500 people. Delhaize Group is listed on Euronext Brussels (DELB) and the New York Stock Exchange (DEG).
This announcement does not constitute, or form part of, any solicitation of any offer or invitation to buy or sell any securities or any 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 offer that would permit a public offer in any jurisdiction. No indications of interest in the solicitation of 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 offers will not be accepted from, or on behalf of, holders of notes in any jurisdiction in which the making of such 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 (referred to above) or any other materials relating to such tender offer or any other securities referred to above comes 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 press 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 each of Delhaize Group, Delhaize America Inc. and the Dealer Managers to inform themselves about, and to observe, any such restrictions.
This announcement, the Offer to Purchase and any other offer material relating to the tender offer are each a communication falling within section 21(1) of the UK Financial Services and Markets Act 2000 having the benefit of an exemption to the applicable restrictions regarding financial promotion pursuant to Articles 19 and 43 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and are, therefore, only made to, or directed at, persons falling within those articles of the Order and any other persons to whom this announcement, the Offer to Purchase and such other offer material can otherwise be lawfully communicated (together being referred to as "relevant persons" in this paragraph), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this announcement, the Offer to Purchase or such other offer material are available only to relevant persons and will be engaged in only with relevant persons.
The tender offer is not being made, directly or indirectly, in the Belgium and has not been submitted to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) pursuant to applicable Belgian laws and regulations.
The tender offer is not being made, directly or indirectly, in the Republic of Italy and has not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to applicable Italian laws and regulations. Accordingly, holders of notes are hereby notified that, to the extent such holders are Italian residents or persons located in the Republic of Italy, the tender offer is not available to them and they may not tender Notes and, as such, any letters of transmittal received from such persons shall be ineffective and void. Neither this announcement nor any offering material relating to the tender offer may be distributed or made available in the Republic of Italy.
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 offer material relating thereto.
None of the Delhaize Group (or any member thereof) or the Dealer Managers 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.
Contacts: Guy Elewaut: + 32 2 412 29 48 Geoffroy d'Oultremont: + 32 2 412 83 21 Hans Michiels: + 32 2 412 83 30 Amy Shue: + 1 704 633 82 50 (ext. 25 29)
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 raising funds through a private placement of senior notes and the use of proceeds of such private placement of senior notes, 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 consumer spending, in inflation or currency exchange rates or in legislation or regulation; competitive factors; adverse determination with respect to claims; inability to timely develop, remodel, integrate or convert stores; and supply or quality control problems with vendors. 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 Annual Report on Form 20-F for the year ended December 31, 2005 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.
Copyright © Hugin ASA 2007. All rights reserved.
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