BRUSSELS, BELGIUM--(Marketwire - Dec 3, 2012) - Delhaize Group (EURONEXT BRUSSELS: DELB)
(NYSE: DEG), the Belgian international food retailer, announced today the
results
of (i) its tender offer to qualifying holders for cash prior to maturity
of up
to EUR100 million in aggregate principal amount of its outstanding 5.625%
Senior
Notes due 2014 (the "Euro Notes"), plus accrued and unpaid interest and
premium
amounts (the "Euro Tender Offer") and (ii) its tender offer for cash for
any and
all of its outstanding $300 million 5.875% Senior Notes due 2014 (the
"Dollar
Notes"), plus accrued and unpaid interest and premium amounts (the
"Dollar
Tender Offer").
Euro Tender Offer Results
The Euro Tender Offer commenced on November 20, 2012 expired on
November
29, 2012 at 4.00 p.m., London time. The Euro Tender Offer was made on the
terms
and subject to the conditions contained in the Tender Offer Memorandum
dated
November 20, 2012.
EUR94,299,000 in nominal amount of the Euro Notes were validly
tendered for
purchase to Delhaize Group pursuant to the Euro Tender Offer. Delhaize
Group has
accepted for purchase an aggregate nominal amount of EUR94,299,000 of
the Euro
Notes at a purchase price of 107.740 per cent. The purchase price, together
with
accrued interest, will be paid to qualifying holders whose Euro Notes have
been
accepted for purchase on or about December 3, 2012 (the "Settlement
Date").
Following completion of the Euro Tender Offer, an aggregate nominal
amount of
EUR214,634,000 of the Euro Notes will remain outstanding.
The purpose of the Euro Tender Offer is to manage the debt maturity
profile of
Delhaize Group. The Euro Tender Offer was made only outside the United
States,
and no tenders from the United States were accepted. Any Euro Notes
purchased by
Delhaize Group pursuant to the Euro Tender Offer will be cancelled and
will not
be reissued or resold.
Dollar Tender Offer Results
The Dollar Tender Offer commenced on November 20, 2012 expired on
November
29, 2012 at 5.00 p.m., New York City time (the "Dollar Tender Offer
Expiration
Time"). The Dollar Tender Offer was made on the terms and subject
to the
conditions contained in the Offer to Purchase dated November 20, 2012,
and the
accompanying Letter of Transmittal.
$200,950,000 in aggregate principal amount of the Dollar Notes were
validly
tendered and not withdrawn prior to the Dollar Tender Offer Expiration
Time.
Delhaize Group has accepted for purchase all of the tendered Dollar Notes.
Delhaize Group expects to pay on the Settlement Date for the Dollar
Notes
purchased pursuant to the Dollar Tender Offer. It will pay holders who
validly
tendered and did not withdraw their Dollar Notes at or prior to the
Dollar
Tender Offer Expiration Time the Total Consideration of $1,059.45 for
each
$1,000 principal amount of Dollar Notes accepted for purchase, plus
accrued and
unpaid interest up to, but not including, the Settlement Date.
Following
completion of the Dollar Tender Offer, an aggregate nominal
amount of
$99,050,000 of the Dollar Notes will remain outstanding.
Delhaize Group today also announced that it will exercise its right to
redeem,
satisfy and discharge any Dollar Notes that remain outstanding
following the
Settlement Date at a redemption price provided for under the indenture
governing
the Dollar Notes, plus any accrued and unpaid interest on the principal
amount
up to, but not including, the date of redemption, which will be
January
3, 2013, unless extended by Delhaize Group in its sole discretion.
Upon the
completion of the redemption, no principal amount of Dollar Notes will
remain
outstanding.
The purpose of the Dollar Tender Offer is to manage the debt maturity
profile of
Delhaize Group. Any Dollar Notes purchased by Delhaize Group pursuant
to the
Dollar Tender Offer will be cancelled and will not be reissued or resold.
-- Delhaize Group
Delhaize Group is a Belgian international food retailer present in
eleven
countries on three continents. At the end of the third quarter of 2012,
Delhaize
Group's sales network consisted of 3 388 stores. In 2011, Delhaize Group
posted
EUR21.1 billion ($ 29.4 billion) in revenues and EUR475 million ($661
million) in
net profit (Group share). At the end of June 2012, Delhaize Group
employed
approximately 158 000 people. Delhaize Group's stock is listed on NYSE
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.
DISCLAIMER
This press release shall not constitute an offer to sell, or the
solicitation of
an offer to buy, Delhaize Group's senior notes or any other
securities, nor
shall there be any sale of securities mentioned in this press release
in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior
to registration or qualification under the securities laws of any
such
jurisdiction.
» Offer and Distribution Restrictions
The distribution of this announcement in certain jurisdictions may be
restricted
by law.
Persons into whose possession this announcement comes are required by
Delhaize
Group, its advisors and its agents to inform themselves about and to
observe any
such restrictions. This announcement does not constitute an offer to buy or
a
solicitation of an offer to sell notes.
The Euro Tender Offer was not made directly or indirectly in or into, or by
use
of the mail of, or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities exchange of, the
United States.
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, Delhaize
Group's
intention to redeem any of the Dollar Notes that remain outstanding
after the
consummation of the Dollar Tender Offer, expected costs savings under
the New
Game Plan, the closing, conversion and opening of stores, the expected
effect of
the portfolio optimization, anticipated revenue and net profit growth,
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;
competitive factors; adverse determination with respect to claims;
inability to
timely develop, remodel, integrate, open, convert or close 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 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 Delhaize Group
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.
Press release in Pdf format:
http://hugin.info/133961/R/1661794/538551.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
[HUG#1661794]