Delhaize Group Announces Results of Tender Offer for Its Usd

Delhaize Group Announces Results of  Tender Offer for Its Usd 300
Million 5.875% Senior Notes Due 2014 
BRUSSELS, BELGIUM -- (Marketwire) -- 11/30/12 --  Delhaize Group (the
"Company"), the Belgian international food retailer (EURONEXT
BRUSSELS: DELB) (NYSE: DEG), announced today the results of its
tender
offer (the "Tender Offer") to purchase for cash any and all of
its outstanding
USD 300,000,000 aggregate principal amount of 5.875%
Senior Notes due 2014 (the
"Notes"). 
Tender Offer Results 
The Tender Offer expired at 5:00 p.m., New York City time on November
29, 2012
(the "Expiration Date").  The terms and conditions of the
Tender Offer are described in the Offer to Purchase dated November
20, 2012 (the "Offer to Purchase") and the accompanying Letter of
Transmittal. 
According to D.F. King & Co., Inc. (the "Tender Agent"), USD
200,950,000, or 67 per cent of the issue, in aggregate principal
amount of the Notes were validly
tendered and not withdrawn prior to
the Expiration Date.  The Company has accepted for payment all of the
tendered Notes. 


       NOTES           CUSIP      PRINCIPAL AMOUNT      PRINCIPAL AMOUNT OF
                                    OUTSTANDING            NOTES TENDERED
 
5.875% Senior Notes  24668PAC1      $300,000,000         $200,950,000 (67%)
      due 2014

 
Tender Offer Pricing 
The Company expects to pay on December 3, 2012 (the "Settlement
Date") for the
Notes purchased pursuant to the Tender Offer.  The
Company will pay holders  who
validly tendered and did not withdraw
their Notes at or prior to the Expiration
Date, the Total
Consideration of $1,059.45 for each $1,000 principal amount of
Notes
accepted for purchase, 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. The Total
Consideration and the applicable reference yield is 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 Company currently intends to redeem any of the Notes that remain
outstanding
after the consummation of the Tender 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 Tender
Offer. D.F. King & Co., Inc. is acting 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
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 Tender 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 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. 
General 
The Dealer Managers and the Delhaize Group (or their directors,
employees or
affiliates) make no representations or recommendations
whatsoever regarding this
announcement, the Tender Offer to Purchase,
the Tender Offer or other offer material relating thereto. 
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, includi
ng, 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/1661663/538442.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#1661663] 
Contacts
Investor Relations: +32 2 412 21 51
Media Relations: +32 2 412 86 69
 
 
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