DELHAIZE GROUP ANNOUNCES PRICING OF TENDER OFFER FOR ITS USD
DELHAIZE GROUP ANNOUNCES PRICING OF TENDER OFFER FOR ITS USD 300 MILLION 5.875% SENIOR NOTES DUE 2014
BRUSSELS, BELGIUM -- (Marketwire) -- 11/29/12 --
Delhaize Group (the "Company"), the Belgian international food retailer (Euronext Brussels: DELB, NYSE: DEG), announced today that it has determined that upon consummation of its debt tender offer (the "Tender Offer") it will pay holders who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on November 29, 2012 (the "Expiration Date"), the total consideration of USD 1,059.45 for each USD 1,000 principal amount of its 5.875% Senior Notes due 2014 (the "Notes") accepted for purchase.
Tender Offer Pricing
Holders who have validly tendered and have not validly withdrawn their Notes at or prior to the Expiration Date will be eligible to receive the Total Consideration (as defined below) plus accrued and unpaid interest up to, but not including, the Settlement Date.
The total consideration has been determined for the Notes by reference to the fixed spread over the reference yield based on the bid-side price of the reference U.S. treasury security, as calculated by the Dealer Managers on 11:00 a.m., New York City time, on November 29, 2012 (the "Total Consideration"). The Total Consideration was calculated in accordance with the Offer to Purchase (as defined below). The Total Consideration and the applicable reference yield are detailed in the table below:
NOTES CUSIP PRINCIPAL REFERENCE REFERENCE FIXED TOTAL AMOUNT RATE YIELD SPREAD CONSIDERATION OUTSTANDING 5.875% 24668PAC1 $300,000,000 0.25% U.S. 0.223% +50 bps $1,059.45 Senior Treasury Notes due Note due 2014 January 31, 2014
The Settlement Date is currently expected to be December 3, 2012.
The terms and conditions of the Tender Offer are described in the Offer to Purchase dated November 20, 2012 and the accompanying Letter of Transmittal.
BofA Merrill Lynch and J.P. Morgan are acting as Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is act ing as the Information Agent. For detailed terms of the Tender 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:
Dealer Managers BofA Merrill Lynch 214 North Tryon Street, 17(th) 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: firstname.lastname@example.org
This announcement does not constitute, or form part of, any solicitation or any Tender Offer or invitation to buy or sell any securities or any Tender 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 Tender Offer that would permit a public Tender Offer in any jurisdiction. No indications of interest in the solicitation of Tender Offers to sell or to subscribe for securities are sought by this announcement.
The Tender Offer referred to in this announcement is not made to, and any Tender Offers will not be accepted from, or on behalf of, holders of Notes in any jurisdiction in which the making of such tender 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 Tender Offer or any other securities referred to above are required to inform themselves about, and to observe, any such restrictions.
The Tender 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.
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 Tender Offer material relates are available only to, and will only be engaged with, Qualifying Holders.
Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender 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 Tender 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 Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender 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 Tender 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.
The Tender 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 Tender 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 Tender Offer. Neither this Offer to Purchase nor any other document or material relating to the Tender Offer has been or will be submitted to the clearance procedures (visa) of the Autorite des Marches Financiers.
None of the Tender Offer, this announcement, the Offer to Purchase or any other documents or materials relating to the Tender 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 Tender Offer is being carried out in the Republic of Italy as an exempted Tender 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 Tender 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 Tender Offer and neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offer may be distributed or otherwise made available to them as part of the Tender Offer.
Eligible Italian Investors may tender their Notes in the Tender 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.
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 Tender Offer or other Tender 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 Tender Offer.
Delhaize Group accepts responsibility for the information contained in this announcement.
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 Tender 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/1661372/538319.pdf
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