Delhaize Group Announces Expiration of Exchange Offer
(Thomson Reuters ONE) -
BRUSSELS, Belgium - October 6, 2010 - Delhaize Group, the Belgian international
food retailer (Euronext Brussels: DELB, NYSE: DEG), announced today the
expiration of its private offer to exchange (the "Exchange Offer") any and all
of the outstanding 9.00% Debentures due 2031 and 8.05% Notes due 2027 issued by
its wholly-owned subsidiary Delhaize America, LLC (the "Existing Securities")
held by Eligible Holders for new 5.70% Notes due 2040 issued by Delhaize Group
SA/NV (the "New Notes"). The Exchange Offer, which commenced on September
8, 2010, expired at 11:59 p.m., Eastern Time on October 5, 2010 (such date and
time, the "Expiration Date"). The principal amounts of each series of the
Existing Securities that have been validly tendered for exchange, as of the
Expiration Date, based on information provided by the exchange agent to Delhaize
Group, are presented in the table below.
Principal
Amount of
New Notes to
Principal be Issued in
Amount of Exchange for
Principal Existing Existing
Title of Amount Securities Securities
Existing Maturity Outstanding Tendered Tendered (in
CUSIP ISIN Security Date (in USD) (in USD) USD)
246688AF2 US246688AF27 9.00% 4/15/2031 804,557,000 533,151,000 756,661,000
Debentures
246688AB1 USU24627AB45 due 2031
US246688AB13
344775AC5 US344775AC50 8.05% 4/15/2027 126,025,000 55,328,000 70,502,000
Notes
due 2027
Total: 827,163,000
On October 8, 2010, Delhaize Group expects to deliver an aggregate principal
amount of USD 827,163,000 of New Notes for the Existing Securities accepted for
exchange, and will pay accrued and unpaid interest in cash on such Existing
Securities and cash in lieu of fractional portions of New Notes.
The Exchange Offer was conducted upon the terms and subject to the conditions
set forth in the offering memorandum dated September 8, 2010, and the related
letter of transmittal. The Exchange Offer was only made, and copies of the
offering documents were only made available, to a holder of the Existing
Securities who certified its status as (1) a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), or (2) a person who is outside the United States and not a
"U.S. person" as defined under Regulation S under the Securities Act and who is
a "non-U.S. qualified offeree" as defined in the offering memorandum (each, an
"Eligible Holder").
The New Notes will contain a change of control provision allowing their holders
to require Delhaize Group to repurchase their New Notes in cash for an amount
equal to 101% of the aggregate principal amount of New Notes repurchased plus
accrued and unpaid interest thereon (if any), upon the occurrence of both (A) 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
(B) the New 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 (A) above. Other than the New Notes
that will be issued in the Exchange Offer, no other bonds or notes have been
issued by Delhaize Group that contain a change of control provision approved by
the general meeting of shareholders dated 27 May 2010.
» Disclaimers
The New Notes have not been registered under the Securities Act or any U.S.
state securities laws. Therefore, the New Notes may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable U.S. state
securities laws.
The Exchange Offer and the offering of the New Notes have not been and will not
be made to the public in any country, including Belgium. In a member state of
the European Economic Area, the Exchange Offer and the offering of the New Notes
may only be made under one of the exemptions set out in article 3(2) of the EU
Directive 2003/71/EC, as implemented in the relevant member state. The Exchange
Offer and the offering of the New Notes have not been and will not be approved
by the Belgian Banking, Finance and Insurance Commission (Commission bancaire,
financière et des assurances / Commissie voor het Bank-, Financie- en
Assurantiewezen).
This press release is not an offer to sell or a solicitation of an offer to buy
any security. The Exchange Offer is being made solely by the offering memorandum
and related letter of transmittal and only to such persons and in such
jurisdictions as is permitted under applicable law.
» Delhaize Group
Delhaize Group is a Belgian international food retailer present in six countries
on three continents. At the end of the second quarter of 2010, Delhaize Group's
sales network consisted of 2 740 stores. In 2009, Delhaize Group posted EUR
19.9 billion (USD 27.8 billion) in revenues and EUR 514 million (USD 717
million) in net profit (Group share). At the end of 2009, Delhaize Group
employed approximately 138 000 people. Delhaize Group's stock is listed on
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(at)delhaizegroup.com.
» Contacts
Geert Verellen: + 32 2 412 83 62 Amy Shue (U.S.
investors): +1 704 633 8250 (ext.2529)
Aurélie Bultynck: + 32 2 412 83 61
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, statements about
our intention to exchange validly tendered Existing Securities for New Notes in
the Exchange Offer, are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 that are subject to risks and
uncertainties. These forward-looking statements generally can be identified as
statements that include phrases such as "outlook", "expect", "anticipate",
"will", "should" or other similar words or phrases. There is no assurance that
Delhaize Group will successfully complete the Exchange Offer as presently
intended. 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 consumer spending,
changes in inflation or currency exchange rates or changes in legislation or
regulation. 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 offering memorandum and the related
letter of transmittal and its Annual Report on Form 20-F for the year ended
December 31, 2009 and other periodic 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.
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[HUG#1449374]
Press release in pdf format:
http://hugin.info/133961/R/1449374/391314.pdf
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Source: Delhaize Group via Thomson Reuters ONE
Unternehmensinformation / Kurzprofil:
Datum: 06.10.2010 - 08:01 Uhr
Sprache: Deutsch
News-ID 44310
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Town:
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Kategorie:
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