Delhaize Group (the "Company"), the
Belgian international food retailer
(EURONEXT BRUSSELS: DELB) (NYSE: DEG), announced today the results of its
offer (the "Tender Offer") to purchase for cash any and all of its
USD 300,000,000 aggregate principal amount of 5.875% Senior Notes due 2014
Tender Offer Results
The Tender Offer expired at 5:00 p.m., New York City time on November 29,
(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,
per cent of the issue, in aggregate principal amount of the Notes were
tendered and not withdrawn prior to the Expiration Date. The Company has
accepted for payment all of the tendered Notes.
NOTES CUSIP PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF
OUTSTANDING NOTES TENDERED
5.875% Senior Notes 24668PAC1 $300,000,000 $200,950,000 (67%)
Tender Offer Pricing
The Company expects to pay on December 3, 2012 (the "Settlement Date") for
Notes purchased pursuant to the Tender Offer. The Company will pay holders
validly tendered and did not withdraw their Notes at or prior to the
Date, the Total Consideration of $1,059.45 for each $1,000 principal amount
Notes accepted for purchase, plus accrued and unpaid interest up to, but
including, the Settlement Date.
The total consideration has been determined for the Notes by reference to
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
a.m., New York City time, on November 29, 2012 (the "Total Consideration").
Total Consideration was calculated in accordance with the Offer to
Total Consideration and the applicable reference yield is detailed in the
NOTES CUSIP PRINCIPAL REFERENCE REFERENCE FIXED TOTAL
AMOUNT RATE YIELD SPREAD CONSIDERATION
5.875% 24668PAC1 $300,000,000 0.25% U.S. 0.223% +50 bps $1,059.45
Notes due Note due
The Company currently intends to redeem any of the Notes that remain
after the consummation of the Tender Offer in accordance with the terms of
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
Offer. D.F. King & Co., Inc. is acting as the Information Agent. For
terms of the Tender Offer, please refer to the Offer to Purchase which
to distribution restrictions) can be obtained from the Dealer Managers and
Information Agent referred to below:
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
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 Tender Offer referred to in this announcement is not made to, and any
will not be accepted from, or on behalf of, holders of notes in any
in 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
Tender Offer or any other securities referred to above are required to
themselves about, and to observe, any such restrictions.
The Tender Offer is made only by the Offer to Purchase and the information
this release is qualified by reference to the Offer to Purchase and
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,
The Dealer Managers and the Delhaize Group (or their directors, employees
affiliates) make no representations or recommendations whatsoever regarding
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
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 Tender Offer, strategic options, future strategies and
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
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Source: Delhaize Group via Thomson Reuters ONE
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