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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.

                      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                                    and not withdrawn and that are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:


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.


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.


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.


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.


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].


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


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

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