Delhaize Group (the "Company"), the
Belgian international food retailer
(EURONEXT BRUSSELS: DELB) (NYSE: DEG), announced today that it has
offer to purchase for cash (the "Offer") any and all of its outstanding
$300,000,000 5.875% Senior Notes due 2014 (the "Notes").
The terms of the Offer allow for the purchase for cash of any and all of
Notes. The Offer is made on the terms and subject to the conditions
the Offer to Purchase dated November 20, 2012 (the "Offer to Purchase"),
including the offer and distribution restrictions contained therein, and
accompanying Letter of Transmittal.
SECURITIES CUSIP PRINCIPAL MATURITY REFERENCE RELEVANT FIXED
AMOUNT DATE RATE BLOOMBERG SPREAD
5.875% 24668PAC1 $300,000,000 February 0.25% U.S PX4 +50 bps
Senior 1, 2014 Treasury
Notes due Note due
Key Events Dates
Commencement Date............. November 20, 2012
Withdrawal Deadline........... 5:00 p.m., New York City time, on
November 29, 2012
Price Determination Date...... 11:00 a.m., New York City time, on
November 29, 2012, unless modified
Expiration Date............... 5:00 p.m., New York City time, on
November 29, 2012, unless extended or
Settlement Date............... For Notes that have been validly
tendered prior to the Expiration Date
and not withdrawn and that are
accepted for payment, settlement will
occur on the Settlement Date, which
is expected to be the second business
day following the Expiration Date on
which all conditions to the Offer
have been satisfied or waived, namely
December 3, 2012, unless extended by
The terms and conditions of the Offer are described in the Offer to
dated November 20, 2012 and the accompanying Letter of Transmittal.
The "Total Consideration" for the notes tendered and accepted for payment
be determined by reference to fixed spread over the reference yield based
bid-side price of the reference treasury security as calculated on the
Determination Date, as described in the Offer to Purchase.
Holders must validly tender on or prior to the Expiration Date and not
Notes in order to be eligible to receive the Total Consideration for such
purchased in the Offer. Tenders of Notes may be withdrawn at any time on or
prior to the Withdrawal Deadline.
In addition to the Total Consideration, accrued and unpaid interest up to,
not including the Settlement Date, will be paid in cash on all validly
notes accepted for purchase.
The Company currently intends to redeem any of the Notes that remain
after the consummation of the Offer in accordance with the terms of the
Indenture, dated as of February 2, 2009 (as amended and supplemented to the
hereof, the "Indenture"), between the Company and The Bank of New York
as trustee (the "Trustee"), as supplemented by First Supplemental
dated as of February 2, 2009, between the Company and the Trustee.
BofA Merrill Lynch and J.P. Morgan are acting as Dealer Managers for the
D.F. King & Co., Inc. is acting as the Information Agent. For detailed
the Offer, please refer to the Offer to Purchase which (subject to
restrictions) can be obtained from the Dealer Managers and the Information
referred to below:
This announcement does not constitute, or form part of, any solicitation or
offer or invitation to buy or sell any securities or any offer of
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
therefore. No action has been or will be taken in any jurisdiction in
to such tender offer that would permit a public offer in any jurisdiction.
indications of interest in the solicitation of offers to sell or to
for securities are sought by this announcement.
The Offer referred to in this announcement is not made to, and any offers
not be accepted from, or on behalf of, holders of notes in any jurisdiction
which the making of such tender offer will not be in compliance with the
and regulations of such jurisdiction. Persons into whose possession this
announcement, the Offer to Purchase, or any other materials relating to the
Offer or any other securities referred to above are required to inform
themselves about, and to observe, any such restrictions.
The 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
law. Persons into whose possession this document comes are required by
Group and the Dealer Managers to inform themselves about, and to observe,
This announcement has been issued by Delhaize Group and is directed at, and
distribution is restricted to Qualifying Holders, those holders being
professionals within the meaning of the Financial Services and Markets Act
(Financial Promotion) Order 2005 or other persons to whom it can lawfully
communicated under that order. It is not addressed to or directed at any
person, including any retail clients within the meaning of the UK Financial
Services Authority Handbook of Rules and Guidance, and any investment
to which this announcement, the Offer to Purchase or such other offer
relates are available only to, and will only be engaged with, Qualifying
Neither this announcement, the Offer to Purchase nor any other documents or
materials relating to the Offer have been submitted to or will be submitted
approval or recognition to the Financial Services and Markets Authority
("Autorité des services et marchés financiers / Autoriteit
en markten") and, accordingly, the Offer may not be made in Belgium by way
public offering, as defined in Articles 3 and 6 of the Belgian Law of 1
2007 on public takeover bids as amended or replaced from time to time.
Accordingly, the Offer may not be advertised and the Offer will not be
and neither this announcement, the Offer to Purchase nor any other
materials relating to the Offer (including any memorandum, information
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 Offer. Accordingly, the
information contained in this announcement or the Offer to Purchase may not
used for any other purpose or disclosed to any other person in Belgium.
The Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement, the Offer to
nor any other documents or materials relating to the Offer have been or
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
pour compte de tiers) and/or (ii) qualified investors (investisseurs
other than an individual, acting on its own account, all as defined in, and
accordance with, Articles L.411-1, L.411-2 and D.411 1 to D.411-3 of the
Code Monétaire et Financier, are eligible to participate in the Offer.
this Offer to Purchase nor any other document or material relating to the
has been or will be submitted to the clearance procedures (visa) of the
des Marchés Financiers.
None of the Offer, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offer have been or will be submitted
the clearance procedures of the Commissione Nazionale per le Società e
("CONSOB") pursuant to Italian laws and regulations.
The Offer is being carried out in the Republic of Italy as an exempted
pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No.
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
Any Qualifying Holder located in the Republic of Italy can participate in
Offer only if the Notes tendered by it have a nominal amount or an
nominal amount, equal to or greater than EUR50,000 (an "Eligible Italian
Investor"). Accordingly, Qualifying Holders located in the Republic of
that do not qualify as Eligible Italian Investors may not participate in
Offer and neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the Offer may be distributed or
made available to them as part of the Offer.
Eligible Italian Investors may tender their Notes in the Offer through
authorised persons (such as investment firms, banks or financial
permitted to conduct such activities in the Republic of Italy in accordance
the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007,
amended from time to time, and Legislative Decree No. 385 of 1 September
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
or this Offer to Purchase.
The Dealer Managers and the Delhaize Group (or their directors, employees
affiliates) make no representations or recommendations whatsoever regarding
announcement, the Offer to Purchase, the Offer or other offer material
None of the Delhaize Group (or any member thereof) or the Dealer Mangers
any recommendation as to whether or not holders of notes should participate
Delhaize Group accepts responsibility for the information contained in this
This press release is available in English, French and Dutch. You can also
it on the website http://www.delhaizegroup.com. Questions can be sent to
Statements that are included or incorporated by reference in this press
and other written and oral statements made from time to time by Delhaize
and its representatives, other than statements of historical fact, which
activities, events and developments that Delhaize Group expects or
will or may occur in the future, including, without limitation, the
intention to redeem any of the Notes that remain outstanding after the
consummation of the 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
and uncertainties. These forward-looking statements generally can be
as statements that include phrases such as "guidance," "outlook,"
"believe," "target," "predict," "estimate," "forecast," "strategy," "may,"
"goal," "expect," "anticipate," "intend," "plan," "foresee," "likely,"
"should" or other similar words or phrases. Although such statements are
on current information, actual outcomes and results may differ materially
those projected depending upon a variety of factors, including, but not
to, changes in the general economy or the markets of Delhaize Group, in
strategy, in consumer spending, in inflation or currency exchange rates or
legislation or regulation; and competitive factors. Additional risks and
uncertainties that could cause actual results to differ materially from
stated or implied by such forward-looking statements are described in
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
any revision to any of the forward-looking statements contained in this
or to make corrections to reflect future events or developments. If the
does update one or more forward-looking statements, no inference should be
that it will make additional updates with respect to those or other
Announcement in Pdf format: http://hugin.info/133961/R/1659339/537209.pdf
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Delhaize Group via Thomson Reuters ONE
BofA Merrill Lynch
214 North Tryon Street, 17th 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: Email Contact
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