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Holders who have validly tendered and have not validly withdrawn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. 
Additional Information 
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: delhaize@dfking.com

 
Disclaimers 
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. 
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 Tender 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 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. 
France 
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. 
Italy 
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. 
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
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. 
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 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 
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#1661372] 
Contacts 
Investor Relations:
+32 2 412 21 51 
Media Relations:
+32 2 412 86 69
 
 
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