|By Marketwired .||
|April 8, 2014 04:01 PM EDT||
PLEASANTON, CA -- (Marketwired) -- 04/08/14 -- Safeway Inc. (NYSE: SWY) today announced the final distribution ratio for the previously announced special stock dividend to its stockholders of all of the shares of Class B common stock of Blackhawk Network Holdings, Inc. (NASDAQ: HAWK) held by Safeway (the "Distribution"). Safeway stockholders will receive 0.164291 of a share of Blackhawk Class B common stock for every share of Safeway common stock held as of the close of business on April 3, 2014 (the "Record Date").
The Distribution will be made on April 14, 2014 (the "Distribution Date") in the form of a pro rata distribution of all of the 37,838,709 shares of Class B common stock of Blackhawk owned by Safeway to all Safeway stockholders of record on the Record Date. No fractional shares of Blackhawk Class B common stock will be distributed. Instead, Safeway stockholders will receive cash in lieu of any fraction of a share of Blackhawk Class B common stock that they otherwise would have received.
Information Regarding the Distribution
No vote or action of Safeway stockholders is required in connection with the Distribution. Shortly following the Distribution, Safeway stockholders of record on the Record Date will receive Direct Registration System ("DRS") statements by mail from Wells Fargo Shareowner Services, a division of Wells Fargo Bank, N.A. ("Wells Fargo"), the transfer agent for Blackhawk, reflecting their ownership interest in shares of Blackhawk Class B common stock. The DRS statements will be transmitted by Wells Fargo, and amounts payable for cash in lieu of any fraction of a share of Blackhawk Class B common stock will be transmitted by Computershare Shareholder Services ("Computershare"), the distribution agent for the special stock dividend.
For additional information, registered stockholders in the United States and Canada should contact Computershare at 1 (877) 498-8861 or 1 (781) 575-2879 from outside the United States and Canada. Wells Fargo may be reached at 1 (800) 242-0813 or 1 (651) 450-4064 from outside the United States.
Safeway stockholders who hold their shares through brokers or other nominees will have their shares of Blackhawk Class B common stock credited to their accounts by their nominees or brokers. Please note, however, that Computershare will have information regarding only Safeway stockholders of record. Beneficial stockholders who hold their Safeway shares through an institution such as a brokerage firm, bank or other institution, should contact the broker, bank or other institution where they maintain their account regarding the pending Distribution.
An information statement describing the distribution is being mailed to Safeway stockholders. The information statement will also be available under the Investor Relations tab on Safeway's website at www.safeway.com/investor_relations and on Blackhawk's website at www.blackhawknetwork.com.
Trading in Shares of Safeway Common Stock Between the Record Date and the Distribution Date
From the Record Date and up to and including the Distribution Date, there will be two markets in Safeway common stock, a "regular way" market and a "when-issued" market. Shares of Safeway common stock that trade in the regular way market will carry an entitlement to the special stock dividend of shares of Blackhawk Class B common stock. Therefore, if you own shares of Safeway common stock and sell those shares in the regular way market prior to or on the Distribution Date, you also will be selling your right to receive the special stock dividend of shares of Blackhawk Class B common stock. The New York Stock Exchange authorized a when-issued market for Safeway common stock, which commenced on April 1, 2014. Shares of Safeway common stock trading in the when-issued market under the symbol "SWYWI" (identified as "SWY-WI" on certain websites) do so without the right to receive shares of Blackhawk Class B common stock in connection with the Distribution. Starting on April 15, 2014 (the business day following the Distribution of the Class B shares of Blackhawk) the "regular way" market for Safeway will be trading "ex" or without the entitlement of the Class B shares of Blackhawk. In addition, the "when issued" market of Safeway ("SWYWI") will no longer be available.
A when-issued market for the shares of Blackhawk Class B common stock to be distributed in the distribution also commenced on April 1, 2014 on the NASDAQ Global Select Market under the symbol "HAWKV." Other than trading occurring in such when-issued market, shares of Blackhawk Class B common stock are not currently traded on any stock exchange. Starting on April 15, 2014 (the business day following the distribution of the Class B shares of Blackhawk) the Blackhawk Class B common stock is expected to begin trading in the "regular way" on the NASDAQ Global Select Market under the symbol "HAWKB," and the "when issued" market of Blackhawk Class B common stock ("HAWKV") will no longer be available.
If you sell your shares of Safeway common stock prior to or on the Distribution Date, you also may be selling your right to receive the special stock dividend of shares of Blackhawk Class B common stock. You are encouraged to consult your broker or financial advisor regarding the specific implications of selling Safeway common stock prior to or on the Distribution Date.
U.S. Federal Income Tax Consequences
As previously announced, Safeway and Albertsons have announced an agreement under which AB Acquisition LLC, an affiliate of Albertsons, will acquire Safeway (the "Merger"). Assuming that the acquisition of Safeway by AB Acquisition LLC is completed as contemplated by the Agreement and Plan of Merger entered into by Safeway and AB Acquisition LLC on March 6, 2014, it is expected that the stock dividend will constitute a taxable distribution to Safeway and Safeway's stockholders for U.S. federal income tax purposes. In anticipation of the completion of the Merger, Safeway intends to treat the special stock dividend as a taxable distribution to Safeway stockholders for U.S. federal income tax purposes, including for purposes of the U.S. federal tax withholding rules. Accordingly, the amount of the special stock dividend otherwise payable to certain Safeway stockholders, including non-U.S. stockholders, will be reduced in connection with any applicable withholding taxes. The U.S. federal income tax consequences of the special stock dividend are described in greater detail in the information statement being mailed to stockholders and filed with the SEC on Form 8-K on or about the date of this press release.
Safeway stockholders are urged to contact their tax advisors regarding this transaction and the related tax consequences, including potential withholding tax consequences. Registered stockholders may contact Computershare at the telephone numbers above regarding withholding requirements and any related required documentation. Beneficial stockholders who hold their Safeway shares through an institution such as a brokerage firm, bank or other institution, should contact the broker, bank or other institution where they maintain their account regarding the pending distribution regarding withholding requirements and any related required documentation.
About Safeway Inc.
Safeway Inc., which operates Safeway, Vons, Pavilions, Randalls, Tom Thumb, and Carrs stores, is a Fortune 100 company and one of the largest food and drug retailers in the United States with sales of $36.1 billion in 2013. The company operates 1,335 stores in 20 states and the District of Columbia, 13 distribution centers and 20 manufacturing plants, and employs approximately 138,000 employees. The company's common stock is traded on the New York Stock Exchange under the symbol SWY. For more information, please visit www.Safeway.com.
This press release contains certain forward-looking statements about the proposed spin-off of Blackhawk by Safeway. These statements are based on management's assumptions and beliefs in light of the information currently available to it. These statements are indicated by words such as "expects," "will," "plans," "intends," "anticipates," "estimates" and "is." No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither Safeway nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond Safeway's control. Safeway undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information please refer to Safeway's most recent Form 10-K, 10-Q and 8-K reports filed with the Securities and Exchange Commission ("SEC").
Additional Information About the Acquisition and Where to Find it
This press release does not constitute a solicitation of any vote or approval in respect of the proposed Merger transaction involving Safeway and Albertsons. In connection with the Merger, Safeway intends to file with the SEC and furnish to its stockholders a proxy statement and other relevant documents. Stockholders are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about Safeway, Albertsons and the proposed transaction. The proxy statement and other relevant materials (when they become available), and any other documents we file with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov, at Safeway's website at www.Safeway.com or by sending a written request to Safeway at 5918 Stoneridge Mall Road, Pleasanton, California 94588, Attention: Investor Relations.
Participants in the Solicitation
Safeway and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from the stockholders of Safeway in favor of the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Safeway's stockholders in connection with the proposed transaction will be set forth in the proxy statement. You can find more information about Safeway's executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 28, 2013 and in its definitive proxy statement filed with the SEC on Schedule 14A on April 1, 2013.
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