Empire Company Announces Pricing of $1.6 Billion Subscription Receipt Offering

Empire Company Announces Pricing of $1.6 Billion Subscription Receipt Offering 
STELLARTON, NS, July 24, 2013 /CNW/ - Empire Company Limited ("Empire" or the 
"Company") (TSX: EMP.A) is pleased to announce today that it has entered into 
an underwriting agreement to sell 21,100,000 subscription receipts (the 
"Subscription Receipts"), at a price of $76.00 per Subscription Receipt, for 
aggregate gross proceeds of $1,603,600,000 (the "Offering"), to a syndicate of 
underwriters, co-led by Scotiabank and BMO Capital Markets and including 
CIBC,National Bank Financial Inc., RBC Capital Markets, TD Securities Inc., 
Desjardins Securities Inc. and Barclays Capital Canada Inc. (the 
"Underwriters"). Empire has also granted the Underwriters an over-allotment 
option, exercisable in whole or in part at any time until 30 days following 
the closing of the Offering, to purchase up to an additional 3,165,000 
Subscription Receipts for additional gross proceeds of up to $240,540,000 to 
cover over-allotments, if any, and for market stabilization purposes. 
The Company intends to file a final short form prospectus in each of the 
provinces of Canada in connection with the Offering. The Offering is 
expected to close on or about July 31, 2013 and is subject to customary 
closing conditions including approvals of applicable securities regulatory 
authorities. Empire has received conditional approval to list the Subscription 
Receipts on the Toronto Stock Exchange ("TSX") under the symbol "EMP.R", 
subject to Empire fulfilling all of the listing requirements of the TSX. 
Upon completion of the Offering, the net proceeds from the sale of the 
Subscription Receipts will be held in trust by a subscription receipt agent 
pending the satisfaction of the conditions to closing (the "Escrow Release 
Condition") in connection with Sobeys Inc.'s ("Sobeys") previously announced 
acquisition of substantially all of the assets of Canada Safeway Limited (the 
"Acquisition"). If the Escrow Release Condition is satisfied on or before 5:00 
p.m. (Eastern Standard Time) on March 31, 2014 (the "Escrow Release 
Deadline"), Empire will use the net proceeds from the Offering to partially 
fund its expected $1.65 billion equity investment in Sobeys. Sobeys will in 
turn use the proceeds from such equity investment by Empire to partially fund 
the Acquisition. 
Each Subscription Receipt will entitle the holder thereof to receive, on 
satisfaction of the Escrow Release Condition, and without payment of 
additional consideration or further action, one Non-Voting Class A share of 
Empire and, if applicable, a payment equal to any cash dividends declared by 
Empire for which record dates have occurred during the period from the date of 
the closing of the Offering to and including the date immediately preceding 
the date on which the Non-Voting Class A shares are issued. If the Escrow 
Release Condition is not satisfied on or before the Escrow Release Deadline or 
if Empire delivers to the Underwriters and the subscription receipt agent a 
notice that the Acquisition has been terminated, holders of Subscription 
Receipts shall be entitled to receive for each Subscription Receipt an amount 
equal to the full subscription price plus their pro rata entitlements to the 
interest earned therein. 
This news release contains forward-looking information about the Offering, the 
expected use of proceeds from the Offering and the Acquisition. The 
forward-looking statements in this news release are subject to a number of 
risks and uncertainties that could cause actual events or results to differ 
materially from current expectations, including those related to the business 
generally, which are set out in materials filed with the securities regulatory 
authorities in Canada from time to time, including the risk section of the 
annual Management's Discussion and Analysis report, Annual Information Form 
and the short form prospectus. No assurance can be given that the Offering 
or the Acquisition will be completed or the timing of same. Some of the 
factors that could affect the closing of the Offering and the Acquisition 
include the need to obtain applicable regulatory approvals and the requirement 
to satisfy other closing conditions. 
The Company does not undertake to update any forward-looking statements that 
may be made from time to time by or on behalf of the Company other than as 
required by applicable securities laws. 
This Offering is only made by short form prospectus. Copies of the short form 
prospectus may be obtained from any of the Underwriters. Investors should read 
the short form prospectus before making an investment decision. There will not 
be any sale of the securities being offered until a receipt for the final 
short form prospectus has been issued. The description of the Subscription 
Receipts set forth above is qualified in its entirety by the subscription 
receipt agreement and the summary thereof contained in the short form 
The securities offered have not been registered under the U.S. Securities Act 
of 1933, as amended, and may not be offered or sold in the United States 
absent registration or an applicable exemption from the registration 
requirements. This news release shall not constitute an offer to sell or the 
solicitation of an offer to buy, nor shall there be any offer, solicitation or 
sale of the securities in any state in which such offer, solicitation or sale 
would be unlawful. 
Empire Company Limited (TSX: EMP.A) is a Canadian company headquartered in 
Stellarton, Nova Scotia. Empire's key businesses include food retailing and 
related real estate. With over $17 billion in annual sales and approximately 
$7.1 billion in assets, Empire and its subsidiaries directly employ 
approximately 47,000 people. 
Additional financial information relating to Empire, including the Company's 
Annual Information Form, can be found on the Company's website at 
www.empireco.ca or at www.sedar.com. 
Paul V. Beesley Executive Vice President and Chief Financial Officer Empire 
Company Limited (902) 755-4440 
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ST: Nova Scotia
-0- Jul/24/2013 12:37 GMT
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