Welcome!

News Feed Item

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                                    and not withdrawn and that are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 ("Autorité des services et marchés financiers / Autoriteit financiële 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 qualifiés) 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 Monétaire 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 Autorité des Marchés 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 Società 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-à-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 [email protected].


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: Email Contact

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
"With Digital Experience Monitoring what used to be a simple visit to a web page has exploded into app on phones, data from social media feeds, competitive benchmarking - these are all components that are only available because of some type of digital asset," explained Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Systems, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
21st International Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Me...
SYS-CON Events announced today that DXWorldExpo has been named “Global Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Digital Transformation is the key issue driving the global enterprise IT business. Digital Transformation is most prominent among Global 2000 enterprises and government institutions.
SYS-CON Events announced today that Datera, that offers a radically new data management architecture, has been named "Exhibitor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Datera is transforming the traditional datacenter model through modern cloud simplicity. The technology industry is at another major inflection point. The rise of mobile, the Internet of Things, data storage and Big...
Kubernetes is an open source system for automating deployment, scaling, and management of containerized applications. Kubernetes was originally built by Google, leveraging years of experience with managing container workloads, and is now a Cloud Native Compute Foundation (CNCF) project. Kubernetes has been widely adopted by the community, supported on all major public and private cloud providers, and is gaining rapid adoption in enterprises. However, Kubernetes may seem intimidating and complex ...
"Outscale was founded in 2010, is based in France, is a strategic partner to Dassault Systémes and has done quite a bit of work with divisions of Dassault," explained Jackie Funk, Digital Marketing exec at Outscale, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We focus on SAP workloads because they are among the most powerful but somewhat challenging workloads out there to take into public cloud," explained Swen Conrad, CEO of Ocean9, Inc., in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"I think DevOps is now a rambunctious teenager – it’s starting to get a mind of its own, wanting to get its own things but it still needs some adult supervision," explained Thomas Hooker, VP of marketing at CollabNet, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We are still a relatively small software house and we are focusing on certain industries like FinTech, med tech, energy and utilities. We help our customers with their digital transformation," noted Piotr Stawinski, Founder and CEO of EARP Integration, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We've been engaging with a lot of customers including Panasonic, we've been involved with Cisco and now we're working with the U.S. government - the Department of Homeland Security," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We're here to tell the world about our cloud-scale infrastructure that we have at Juniper combined with the world-class security that we put into the cloud," explained Lisa Guess, VP of Systems Engineering at Juniper Networks, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true. In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, provided a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services with...
"Peak 10 is a hybrid infrastructure provider across the nation. We are in the thick of things when it comes to hybrid IT," explained Michael Fuhrman, Chief Technology Officer at Peak 10, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
As enterprise cloud becomes the norm, businesses and government programs must address compounded regulatory compliance related to data privacy and information protection. The most recent, Controlled Unclassified Information and the EU’s GDPR have board level implications and companies still struggle with demonstrating due diligence. Developers and DevOps leaders, as part of the pre-planning process and the associated supply chain, could benefit from updating their code libraries and design by in...
SYS-CON Events announced today that Calligo, an innovative cloud service provider offering mid-sized companies the highest levels of data privacy and security, has been named "Bronze Sponsor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Calligo offers unparalleled application performance guarantees, commercial flexibility and a personalised support service from its globally located cloud plat...