Delhaize Group announces tender offer for its USD 300 million

Delhaize Group announces tender offer for its USD 300 million 5.875%
senior notes due 2014 
BRUSSELS, BELGIUM -- (Marketwire) -- 11/20/12 --  Delhaize Group (the
"Company"), the Belgian international food retailer (EURONEXT
BRUSSELS: DELB) (NYSE: DEG), announced today that it has commenced an
offer to purchase for cash (the "Offer") any and all of its
outstanding $300,000,000 5.875% Senior Notes due 2014 (the
"Notes"). 
Tender Offer 
The terms of the Offer allow for the purchase for cash of any and all
of the
Notes. The Offer is made on the terms and subject to the
conditions contained in the Offer to Purchase dated November 20, 2012
(the "Offer to Purchase"), including the offer and distribution
restrictions contained therein, and the
accompanying Letter of Transmittal. 


 
SECURITIES  CUSIP     PRINCIPAL     MATURITY  REFERENCE  RELEVANT   FIXED
                      AMOUNT        DATE      RATE       BLOOMBERG  SPREAD
                      OUTSTANDING                        PAGE
 
5.875%      24668PAC1 $300,000,000  February  0.25% U.S  PX4        +50 bps
Senior                              1, 2014   Treasury
Notes due                                     Note due
2014                                          January
                                              31, 2014
 
                Key Events                          Dates
 
 Commencement Date.............     November 20, 2012
 
 Withdrawal Deadline...........     5:00 p.m., New York City time, on
                                    November 29, 2012
 
 Price Determination Date......     11:00 a.m., New York City time, on
                                    November 29, 2012, unless modified
 
 Expiration Date...............     5:00 p.m., New York City time, on
                                    November 29, 2012, unless extended or
                                    earlier terminated
 
 Settlement Date...............     For Notes that have been validly
                                    tendered prior to the Expiration Date
                                    and not withdrawn and that are
                                    accepted for payment, settlement will
                                    occur on the Settlement Date, which
                                   
 is expected to be the second business
                                    day following the Expiration Date on
                                    which all conditions to the Offer
                                    have been satisfied or waived, namely
                                    December 3, 2012, unless extended by
                                    the Company

  
The terms and conditions of the Offer are described in the Offer to
Purchase
dated November 20, 2012 and the accompanying Letter of
Transmittal. 
The "Total Consideration" for the notes tendered and accepted for
payment will
be determined by reference to fixed spread over the
reference yield based on the bid-side price of the reference treasury
security as calculated on the Price
Determination Date, as described
in the Offer to Purchase. 
Holders must validly tender on or prior to the Expiration Date and
not withdraw
Notes in order to be eligible to receive the Total
Consideration for such Notes
purchased in the Offer. Tenders of Notes
may be withdrawn at any time on or prior to the Withdrawal Deadline. 
In addition to the Total Consideration, accrued and unpaid interest
up to, but
not including the Settlement Date, will be paid in cash on
all validly tendered
notes accepted for purchase. 
The Company currently intends to redeem any of the Notes that remain
outstanding
after the consummation of the Offer in accordance with
the terms of the Indenture, dated as of February 2, 2009 (as amended
and supplemented to the date
hereof, the "Indenture"), between the
Company and The Bank of New York Mellon,
as trustee (the "Trustee"),
as supplemented by First Supplemental Indenture,
dated as of February
2, 2009, between the Company and the Trustee. 
Additional
Information 
BofA Merrill Lynch and J.P. Morgan are acting as Dealer Managers for
the Offer.
D.F. King & Co., Inc. is acting as the Information Agent.
For detailed terms of the Offer, please refer to the Offer to
Purchase which (subject to distribution
restrictions) can be obtained
from the Dealer Managers and the Information Agent
referred to
below: 
Disclaimers 
This announcement does not constitute, or form part of, any
solicitation or any
offer or invitation to buy or sell any securities
or any offer of securities, in any jurisdiction nor shall it (or any
part of it), or the fact of its distribution, form the basis or be
relied on in connection with any contract
therefore. No action has
been or will be taken in any jurisdiction in relation
to such tender
offer that would permit a public offer in any jurisdiction.
No
indications of interest in the solicitation of offers to sell or
to subscribe
for securities are sought by this announcement. 
The Offer referred to in this announcement is not made to, and any
offers will
not be accepted from, or on behalf of, holders of notes in
any jurisdiction in
which the making of such tender offer will not be
in compliance with the laws
and regulations of such jurisdiction.
Persons into whose possession this announcement, the Offer to
Purchase, or any other materials relating to the Offer or any other
securities referred to above are required to inform themselves about,
and to observe, any such restrictions. 
The Offer is made only by the Offer to Purchase and the information
in this release is qualified by reference to the Offer to Purchase
and accompanying Letter of Transmittal. 
The distribution of this document in certain jurisdictions may be
restricted by law. Persons into whose possession this document comes
are required by Delhaize
Group and the Dealer Managers to inform
themselves about, and to observe, any
such restrictions. 
United Kingdom 
This announcement has been issued by Delhaize Group and is directed
at, and its
distribution is restricted to Qualifying Holders, those
holders being investment
professionals within the meaning of the
Financial Services and Markets Act 2000
(Financial Promotion) Order
2005 or other persons to whom it can lawfully be
communicated under
that order. It is not addressed to or directed at any other
person,
including any retail clients within the meaning of the UK Financial
Services Authority Handbook of Rules and Guidance, and any investment
activity
to which this announcement, the Offer to Purchase or such
other offer material
relates are available only to, and will only be
engaged with, Qualifying Holders. 
Belgium 
Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the Offer have been submitted to
or will be submitted for
approval or recognition to the Financial
Services and Markets Authority ("Autorite des services et marches
financiers / Autoriteit financiele diensten en markten") and,
accordingly, the Offer may not be made in Belgium by way of a public
offering, as defined in Articles 3 and 6 of the Belgian Law of 1
April
2007 on public takeover bids as amended or replaced from time
to time. Accordingly, the Offer may not be advertised and the Offer
will not be extended,
and neither this announcement, the Offer to
Purchase nor any other documents or materials relating to the Offer
(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" as defined in Article 6 of the Belgian Law
of 1 April 2007 on public takeover bids, acting on their own account.
This Offer to Purchase has been issued only for the personal use of
the above qualified investors and exclusively for the purpose of the
Offer. Accordingly, the information contained in this announcement or
the Offer to Purchase may not be
used for any other purpose or
disclosed to any other person in Belgium. 
France 
The Offer is not being made, directly or indirectly, to the public in
the Republic of France ("France"). Neither this announcement, the
Offer to Purchase
nor any other documents or materials relating to
the Offer have 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
qualifies)
other than an individual, acting on its own account, all
as defined in, and in
accordance with, Articles L.411-1, L.411-2 and
D.411 1 to D.411-3 of the French
Code Monetaire et Financier, are
eligible to participate in the Offer. Neither
this Offer to Purchase
nor any other document or material relating to the Offer
has been or
will be submitted to the clearance procedures (visa) of the
Autorite
des Marches Financiers. 
Italy 
None of the Offer, this announcement, the Offer to Purchase or any
other documents or materials relating to the Offer have been or will
be submitted to
the clearance procedures of the Commissione Nazionale
per le Societa e la Borsa ("CONSOB") pursuant to Italian laws and
regulations. 
The Offer is being carried out in the Republic of Italy as an
exempted offer
pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4, letter b)
of CONSOB Regulation No. 11971 of 14 May 1999, as amended. 
Any Qualifying Holder located in the Republic of Italy can
participate in the
Offer only if the Notes tendered by it have a
nominal amount or an aggregate
nominal amount, equal to or greater
than EUR50,000 (an "Eligible Italian Investor"). Accordingly,
Qualifying Holders located in the Republic of Italy
that do not
qualify as Eligible Italian Investors may not participate in
the
Offer and neither this announcement, the Offer to Purchase nor
any other documents or materials relating to the Offer may be
distributed or otherwise
made available to them as part of the Offer. 
Eligible Italian Investors may tender their Notes in the Offer
through authorised persons (such as investment firms, banks or
financial intermediaries
permitted to conduct such activities in the
Republic of Italy in accordance with
the Financial Services Act,
CONSOB Regulation No. 16190 of 29 October 2007, as
amended from time
to time, and Legislative Decree No. 385 of 1 September 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-a-vis its clients in
connection with the Notes or this Offer to Purchase. 
General 
The Dealer Managers and the Delhaize Group (or their directors,
employees or
affiliates) make no representations or recommendations
whatsoever regarding this
announcement, the Offer to Purchase, the
Offer or other offer material relating
thereto. 
None of the Delhaize Group (or any member thereof) or the Dealer
Mangers makes
any recommendation as to whether or not holders of notes
should participate in
the Offer. 
Delhaize Group accepts responsibility for the information contained
in this announcement. 
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@delhaizegroup.com. 
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, the Company's
intention to
redeem any of the Notes that remain outstanding after the
consummation of the Offer, strategic options, future strategies and
the anticipated benefits of these strategies, are "forward-looking
statements" within the meaning of the U.S. federal securities laws
that are subject to risks
and uncertainties. These forward-looking
statements generally can be identified
as statements that include
phrases such as "guidance," "outlook," "projected,"
"believe,"
"target," "predict," "estimate," "forecast," "strategy," "may,"
"goal," "expect," "anticipate," "intend," "plan," "foresee,"
"likely," "will,"
"should" or other similar words or phrases. Although
such statements are based
on current information, 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 strategy, in
consumer spending, in inflation or currency exchange rates or
in
legislation or regulation; and competitive factors. 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 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.  If the Company
does update
one or more forward-looking statements, no inference should be
made
that it will make additional updates with respect to those or
other forward-looking statements. 
Announcement in Pdf format:
http://hugin.info/133961/R/1659339/537209.pdf 
This announcement is
distributed by Thomson Reuters on behalf of Thomson Reuters clients.
The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and    
other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and     
originality of the information contained therein. 
Source: Delhaize Group via Thomson Reuters ONE 
[HUG#1659339] 
Dealer Managers 
BofA Merrill Lynch
214 North Tryon Street, 17th Floor
Charlotte, North Carolina 28255
Attn: Liability Management Group
(888) 292-0070 (toll-free)
(980) 387-3907 (collect) 
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
(866) 834-4666 (toll-free)
(212) 834-2494 (collect) 
Information and Tender Agent 
D.F. King & Co., Inc.
48
 Wall Street, 22 Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 290-6427
Email: delhaize@dfking.com
 
 
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