Delhaize Group Announces the Closing of the Exchange Offer of its USD 827 Million 5.70% Senior Notes Due 2040

BRUSSELS, Belgium - March 25, 2011 - Delhaize Group (Euronext Brussels: DELB - NYSE: DEG), the Belgian international food retailer, announced today that it has completed its exchange offer pursuant to which USD 826 888 000 aggregate principal amount of its USD 827 163 000 5.70% Senior Notes due 2040 issued on October 8, 2010 (the “Original Notes”) were tendered for exchange into an equal aggregate principal amount of its 5.70% Senior Notes due 2040 that have been registered under the U.S. Securities Act of 1933, as amended (the “Exchange Notes”).

The exchange offer expired at 5:00 p.m., New York City time, on March 21, 2011. Based on the information provided by The Bank of New York Mellon, the exchange agent for the exchange offer, as of the expiration of the exchange offer, USD 826 888 000 of the outstanding aggregate principal amount of the Original Notes were tendered for Exchange Notes, out of a total of USD 827 163 000 aggregate principal amount eligible to participate in the exchange offer. All Original Notes tendered were accepted for exchange and the exchange offer was consummated on March 24, 2011. The Original Notes are substantially identical to the Exchange Notes for which they have been exchanged, except that the Exchange Notes are registered under the U.S. Securities Act of 1933, as amended, and the transfer restrictions terms and registration rights terms applicable to the Original Notes do not apply to the Exchange Notes. The Original Notes tendered for Exchange Notes will be cancelled.
 
The Exchange Notes contain a change of control provision allowing their holders to require Delhaize Group to repurchase their Exchange Notes in cash for an amount equal to 101% of the aggregate principal amount of Exchange Notes repurchased plus accrued and unpaid interest thereon, upon the occurrence of both (i) a transfer of all or substantially all of the assets of Delhaize Group and its subsidiaries, the consummation of a transaction the result of which a person of group of persons holds more than 50% of the voting rights of Delhaize Group, or the appointment of a majority of the members of the board of directors other than with the approval of the majority of the existing board members, and (ii) the Exchange Notes are rated at or below Ba1 by Moody’s and at or below BB+ by S&P within a certain period following the announcement of an event that could result in a change of control described in (i) above. Other than the Exchange Notes issued in the exchange offer and the Original Notes which have not been tendered in the exchange offer, there are no outstanding bonds or notes of Delhaize Group containing a change of control provision approved by its general meeting of shareholders held on May 27, 2010.
 
This notice shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

Delhaize Group

Delhaize Group is a Belgian international food retailer present in six countries on three continents. At the end of 2010, Delhaize Group’s sales network consisted of 2 800 stores. In 2010, Delhaize Group posted EUR 20.8 billion (USD 27.6 billion) in revenues and EUR 574 million (USD 762 million) in net profit (Group share). At the end of 2010, Delhaize Group employed approximately 138 600 people. Delhaize Group’s stock is listed on NYSE Euronext Brussels (DELB) and the New York Stock Exchange (DEG).