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Press release

Delhaize Group announces final results of tender offer for 6.5% senior notes due 2017

Brussels, Belgium, February 10, 2015 – Delhaize Group (the “Company” or “Delhaize Group”) announced (1) the final results of its previously announced offer to purchase for cash any and all of its 6.5% Senior Notes due 2017 (the “2017 Notes”) and (2) the early tender results of its previously announced offer to purchase for cash up to the Maximum Tender Amount (as defined below) of its 4.125% Senior Notes due 2019 (the “2019 Notes”) (collectively, the “Notes,” and each, a “Series” of Notes). The “Maximum Tender Amount” is $172,262,000. The Company refers to its offer to purchase the 2017 Notes as the “Any and All Tender Offer” and to its offer to purchase the 2019 Notes as the “Maximum Tender Offer.” The Company refers to both offers, together, as the “Offers.”

The terms and conditions of the Offers are described in the Offer to Purchase, dated January 27, 2015 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).

The table below identifies the principal amount of each Series of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on February 9, 2015 (the “Any and All Expiration Time” for the 2017 Notes and the “Early Tender Time” for the 2019 Notes) and the principal amount of each Series that Delhaize Group has accepted for purchase.

CUSIP No.

Title of Security

Principal Amount Outstanding

Maximum
Tender Amount

Principal Amount Tendered

Principal
 Amount Accepted

Any and All Tender Offer

24668PAB3

6.5% Senior Notes due 2017

$450,000,000

N/A

$277,738,000

$277,738,000

Maximum Tender Offer

24668PAF4

4.125% Senior Notes due 2019

$300,000,000

172,262,000

$170,051,000

$170,051,000

 

The Maximum Tender Offer will expire at 11:59 p.m., New York City time, on February 24, 2015, unless extended (such date and time, as the same may be extended, the “Maximum Tender Expiration Time”) or earlier terminated.

Subject to the Maximum Tender Amount, the 2019 Notes validly tendered prior to the Early Tender Time will be accepted for purchase in priority to the 2019 Notes tendered following the Early Tender Time. The 2019 Notes may be subject to proration if the aggregate amount of the 2019 Notes validly tendered would cause the Maximum Tender Amount to be exceeded.

Notes tendered pursuant to the Offers may no longer be withdrawn.

J.P. Morgan Securities LLC is acting as the dealer manager (the “Dealer Manager”) for the Offers. The information and tender agent for the Offers (the “Information and Tender Agent”) is D.F. King & Co., Inc.

Requests for documentation for the Tender Offers should be directed to D.F. King & Co., Inc. at (800) 591-8269 (U.S. toll-free) or (212) 269-5550 (banks and brokers) or by email at delhaize@dfking.com. Questions regarding the Tender Offers 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 June 30, 2014, Delhaize Group employed approximately 152,500 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 Notes nor is it a solicitation for acceptance of any of the Offers. Delhaize Group is making the Offers only by, and pursuant to the terms of, the Offer to Purchase. The Offers are not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities or “blue sky” laws require offers to be made by a licensed broker or dealer, any offer will be deemed to be made on behalf of Delhaize Group by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase. None of Delhaize Group, the Dealer Manager or the Information and Tender Agent makes any recommendation as to whether holders should tender their Notes pursuant to the Offers.

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.

United Kingdom

The communication of the Offer to Purchase and any other documents or materials relating to the Offers has not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to (1) those persons who are existing members or creditors of the Company or other persons within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom such documents and/or materials may lawfully be communicated in circumstances in which section 21(1) of the FSMA does not apply to the Company.

Belgium

Neither the Offer to Purchase nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. The Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offers are not being made, directly or indirectly, to the public in France. Neither the Offer to Purchase nor any other documents or offering materials relating to the Offers, has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offers. The Offer to Purchase has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of the Offers, the Offer to Purchase or any other documents or materials relating to the Offers has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”), pursuant to applicable Italian laws and regulations.

The Offers are being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”), and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the “CONSOB Regulation”). The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the CONSOB Regulation.

Holders or beneficial owners of the Notes located in Italy can tender the Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.