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Press release

Delhaize Group announces final results of tender offer for 4.125% senior notes due 2019: $170 088 000 principal amount tendered and accepted

Brussels, Belgium, February 25, 2015 – Delhaize Group (the “Company” or “Delhaize Group”) announced the final results of its previously announced offer (the “Maximum Tender Offer”) to purchase for cash up to the Maximum Tender Amount of its 4.125% Senior Notes due 2019 (the “2019 Notes”). The Maximum Tender Amount was $172 262 000.

The terms and conditions of the Maximum Tender Offer were described in the Offer to Purchase, dated January 27, 2015 (the “Offer to Purchase”).

The Maximum Tender Offer expired at 11:59 p.m., New York City time, on February 24, 2015 (the "Maximum Tender Expiration Time"). The table below identifies the principal amount of 2019 Notes validly tendered and not validly withdrawn prior to the Maximum Tender Expiration Time and the principal amount of 2019 Notes that Delhaize Group has accepted for purchase.


Title of Security

Principal Amount Outstanding(1)

Tender Amount

Principal Amount Tendered(2)

 Amount Accepted(2)


4.125% Senior Notes due 2019

$300 000 000

$172 262 000

$170 088 000

$170 088 000


(1)   As of the commencement of the Maximum Tender Offer.

(2)   Includes $170 051 000 aggregate principal amount of 2019 Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on February 9, 2015 (the “Early Tender Time”) and accepted for purchase on the Maximum Tender Early Settlement Date.

All 2019 Notes tendered in the Maximum Tender Offer have been accepted for purchase.

J.P. Morgan Securities LLC acted as the dealer manager (the “Dealer Manager”) for the Maximum Tender Offer. The information and tender agent for the Maximum Tender Offer (the “Information and Tender Agent”) was D.F. King & Co., Inc. Questions regarding the Maximum Tender Offer should be directed to J.P. Morgan Securities LLC, Liability Management Group at (800) 834 4666 (toll-free) or (212) 834-3424 (collect).

Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

Delhaize Group

Delhaize Group is a Belgian international food retailer present in seven countries on three continents. At the end of 2014, Delhaize Group’s sales network consisted of 3 468 stores. At the end of 2014, Delhaize Group employed approximately 152 000 people. Delhaize Group’s stock is listed on NYSE Euronext Brussels (DELB) and the New York Stock Exchange (DEG).

Offer and Distribution Restrictions

This press release is neither an offer to purchase nor a solicitation to buy any of the 2019 Notes nor is it a solicitation for acceptance of the Maximum Tender Offer. Delhaize Group made the Maximum Tender Offer only by, and pursuant to the terms of, the Offer to Purchase.

The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required by each of the Company, the Dealer Manager and the Information and Tender Agent to inform themselves about and to observe any such restrictions.