Brussels, Belgium, July 21, 2016 - In line with required notification periods for listing purposes, Delhaize Group and Royal Ahold announced today that they expect to complete their intended merger on July 23, 2016 if regulatory clearance has been obtained from the Federal Trade Commission (FTC) in the United States by that date.
Trading and ticker symbol
Subject to completion of the merger on July 23, 2016, ordinary shares in the combined company, Ahold Delhaize, would begin trading on Euronext Amsterdam and Euronext Brussels with ticker symbol AD on Monday, July 25, 2016. The last trading date of the Delhaize ordinary shares on Euronext Brussels would be Friday, July 22, 2016, and trading of Delhaize American Depositary Shares (ADSs) on the New York Stock Exchange would be suspended as of the closing date of the merger. Following the merger, Ahold Delhaize ADSs will trade in the over-the-counter market and will be quoted on the OTCQX International marketplace.
Allotment of Ahold Delhaize ordinary shares and ADSs to Delhaize shareholders and ADS holders
Following the merger, for each Delhaize ordinary share (except for any Delhaize ordinary shares held by Delhaize or Ahold), 4.75 new Ahold Delhaize ordinary shares will be automatically allotted, and all Delhaize ordinary shares will be cancelled. As a result:
Following the merger, each Delhaize ADS will represent the right of the holder thereof to receive, at its election, 1.1875 Ahold Delhaize ADSs or an equivalent number of Ahold Delhaize ordinary shares. As a result:
Treatment of fractional entitlements
In all cases, no fractions of Ahold Delhaize ordinary shares or Ahold Delhaize ADSs will be issued in connection with the merger, but instead:
If FTC approval is obtained on or prior to July 22, 2016 and the merger closes on July 23, 2016, the delivery of the new Ahold Delhaize ordinary shares will take place as follows:
If FTC approval is obtained on or prior to July 22, 2016 and the merger closes on July 23, 2016, the delivery of the new Ahold Delhaize ADSs will take place as follows:
On June 24, 2015, Delhaize Group and Ahold announced their intention to merge. The shareholders’ meetings of both companies approved the merger in March 2016. The Belgian Competition Authority (BCA) granted its conditional approval for the merger in March 2016. FTC clearance is the remaining regulatory approval requirement for the Ahold and Delhaize Group merger.
Please visit www.delhaizegroup.com, www.ahold.com, or www.adcombined.com for more information.
Delhaize Group is a Belgian international food retailer present in seven countries on three continents. On March 31, 2016, Delhaize Group’s sales network consisted of 3,524 stores. In 2015, Delhaize Group posted €24.4 billion ($27.1 billion) in revenues and €366 million ($407 million) in net profit (Group share). At the end of 2015, Delhaize Group employed approximately 154,000 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.
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This communication contains forward-looking statements, which do not refer to historical facts but refer to expectations based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those included in such statements. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Delhaize Group, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. Many of these risks and uncertainties relate to factors that are beyond Delhaize Group’s control. Therefore, investors and shareholders should not place undue reliance on such statements.
Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the occurrence of any change, event or development that could give rise to the termination of the merger agreement or the proposed merger with Koninklijke Ahold N.V., also known as Royal Ahold; the risk that the necessary regulatory approvals for the proposed merger with Royal Ahold
may not be obtained when expected or at all or may be obtained subject to conditions that are not anticipated; failure to satisfy other closing conditions with respect to the proposed merger with Royal Ahold on the proposed terms and timeframe; the possibility that the proposed merger with Royal Ahold does not close when expected or at all; the risks that the new businesses will not be integrated successfully or promptly or that the combined company will not realize when expected or at all the expected synergies and benefits from the proposed merger with Royal Ahold; Delhaize Group’s ability to successfully implement and complete its plans and strategies and to meet its targets; risks related to disruption of management time from ongoing business operations due to the proposed merger with Royal Ahold; the benefits from Delhaize Group’s plans and strategies being less than anticipated; the effect of the announcement or completion of the proposed merger with Royal Ahold on the ability of Delhaize Group to retain customers and retain and hire key personnel, maintain relationships with suppliers, and on their operating results and businesses generally; litigation relating to the transaction; the effect of general economic or political conditions; Delhaize Group’s ability to retain and attract employees who are integral to the success of the business; business and IT continuity, collective bargaining, distinctiveness, competitive advantage and economic conditions; information security, legislative and regulatory environment and litigation risks; and product safety, pension plan funding, strategic projects, responsible retailing, insurance and unforeseen tax liabilities. In addition, the actual outcomes and results of Delhaize Group 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 most recent annual report on Form 20-F and other filings with the SEC. Neither Delhaize Group nor any of its directors, officers, employees and advisors nor any other person is therefore in a position to make any representation as to the accuracy of the forward-looking statements included in this communication. The actual performance, the success and the development over time of the business activities of Delhaize Group may differ materially from the performance, the success and the development over time expressed in or implied from the forward-looking statements contained in this communication. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Delhaize Group does not assume any obligation to update any public information or forwardlooking statement in this communication to reflect events or circumstances after the date of this communication, except as may be required by applicable laws.