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Delhaize Group Announces Results of Tender Offer for Its Usd 300 Million 5.875% Senior Notes Due 2014

2012-11-30 09:17 ET - News Release

BRUSSELS, BELGIUM -- (Marketwire) -- 11/30/12

Delhaize Group (the "Company"), the Belgian international food retailer (EURONEXT BRUSSELS: DELB) (NYSE: DEG), announced today the results of its tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding USD 300,000,000 aggregate principal amount of 5.875% Senior Notes due 2014 (the "Notes").

Tender Offer Results

The Tender Offer expired at 5:00 p.m., New York City time on November 29, 2012 (the "Expiration Date"). The terms and conditions of the Tender Offer are described in the Offer to Purchase dated November 20, 2012 (the "Offer to Purchase") and the accompanying Letter of Transmittal.

According to D.F. King & Co., Inc. (the "Tender Agent"), USD 200,950,000, or 67 per cent of the issue, in aggregate principal amount of the Notes were validly tendered and not withdrawn prior to the Expiration Date. The Company has accepted for payment all of the tendered Notes.

                                    OUTSTANDING            NOTES TENDERED

5.875% Senior Notes  24668PAC1      $300,000,000         $200,950,000 (67%)
      due 2014

Tender Offer Pricing

The Company expects to pay on December 3, 2012 (the "Settlement Date") for the Notes purchased pursuant to the Tender Offer. The Company will pay holders who validly tendered and did not withdraw their Notes at or prior to the Expiration Date, the Total Consideration of $1,059.45 for each $1,000 principal amount of Notes accepted for purchase, 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. The Total Consideration and the applicable reference yield is detailed in the table below:

                       AMOUNT       RATE      YIELD   SPREAD  CONSIDERATION

 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 Company currently intends to redeem any of the Notes that remain outstanding after the consummation of the Tender Offer in accordance with the terms of the Indenture, dated as of February 2, 2009 (as amended and supplemented to the date hereof, the "Indenture"), between the Company and The Bank of New York Mellon, as trustee (the "Trustee"), as supplemented by First Supplemental Indenture, dated as of February 2, 2009, between the Company and the Trustee.

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


This announcement does not constitute, or form part of, any solicitation or 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, 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.


The Dealer Managers and the Delhaize Group (or their directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer to Purchase, the Tender Offer or other offer material relating thereto.

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.


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/1661663/538442.pdf

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that:

(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


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