BRUSSELS, BELGIUM -- 05/18/09 --
Delhaize Group (Euronext Brussels:
DELB - NYSE: DEG), the Belgian international food retailer, announced
today that it has launched a voluntary public tender offer of EUR
30.5 for all of the common registered shares of Delhaize Group's
Greek subsidiary "Alfa-Beta" Vassilopoulos S.A. (Alfa-Beta), which
are not yet held by any of the consolidated companies of Delhaize
Group (Tender Offer).
"The proposed transaction underlines our Group's commitment to
Alfa-Beta, which we have fully supported in its successful growth in
Greece since we became Alfa-Beta's principal shareholder in 1992",
said Pierre-Olivier Beckers, President and CEO of Delhaize Group.
"The offer includes an attractive cash premium for the minority
shareholders of Alfa-Beta for a stock with very limited traded
volume. Following the tender offer, Delhaize Group intends to operate
Alfa-Beta with no major changes to its current business model or
strategy."
The shares of Alfa-Beta are listed and admitted to trading on the Big
Capitalization Market of the Athens Exchange (BASIK). As of May 18,
2009, Delhaize Group owns 8 310 614 of Alfa-Beta's common registered
shares, or approximately 65.27% of the total outstanding share
capital, through its wholly owned Dutch subsidiary Delhaize "The
Lion" Nederland B.V. (Delned). Delned is offering to acquire the
remaining 4 422 106 common registered shares, representing
approximately 34.73% of the total outstanding share capital and
voting rights in Alfa-Beta as of that date.
The offer price per validly tendered share will be EUR 30.5,
representing a premium of EUR 6.02 compared to the volume weighted
average closing stock market price (VWAP) of the last 3 months and a
premium of EUR 4.55 compared to the VWAP of the last 6 months.
Delned has submitted an information circular for approval to the
Hellenic Capital Market Commission (CMC). Following a review and
approval period of the CMC, the information circular will be
published and the acceptance period of the Tender Offer will begin
during which Alfa-Beta's shareholders may tender their shares. Delned
intends to proceed with a right of squeeze-out to acquire any
remaining Alfa-Beta shares if Delned's interest in Alfa-Beta reaches
at least 90% of the voting rights. Upon reaching 95% of the voting
rights in Alfa-Beta, Delned plans to initiate the process for
delisting Alfa-Beta's shares from the Athens Exchange.
Please consult the website of the Athens Exchange (www.athex.gr) for
the formal announcement regarding this Tender Offer. Merrill Lynch
International and Société Générale are acting as Delned's financial
advisors for the Tender Offer.
Alfa-Beta is a Greek food retail company which was established in
1969. At the end of the first quarter of 2009, Alfa-Beta's sales
network consisted of 199 stores (of which 151 company-operated, 38
affiliated stores and 10 Cash-and-Carry stores). In 2008, Alfa-Beta's
consolidated revenues amounted to approximately EUR 1 337 million and
its net consolidated profit to approximately EUR 32.7 million. At the
end of 2008, Alfa-Beta employed 7 612 people. Alfa-Beta has been
listed on the Athens Exchange (BASIK) since 1990. Delhaize Group
acquired approximately 45.42% of the capital of Alfa-Beta in 1992,
and has bought shares in the open market since then to reach an
interest of approximately 65.27% of the total Alfa-Beta's shares
today.
Delhaize Group is a Belgian food retailer present in seven countries
on three continents. At the end of the first quarter of 2009,
Delhaize Group's sales network consisted of 2 670 stores. In 2008,
Delhaize Group posted EUR 19 billion in revenues and EUR 467 million
in net profit (Group share). At the end of 2008, Delhaize Group
employed approximately 141 000 people. Delhaize Group's stock is
listed on Euronext Brussels (DELB) and the New York Stock Exchange
(DEG).
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.
» Disclaimers
This press release is neither an offer to purchase nor a solicitation
to buy any of Alfa-Beta's common registered shares nor is it a
solicitation for acceptance of the Tender Offer. Delned plans to make
the Tender Offer only by, and pursuant to the terms set out in, the
information circular, and the information in this press release is
qualified by reference to the information circular. None of Delhaize
Group, Delned or the financial advisors makes any recommendation as
to whether holders of Alfa-Beta's common registered shares should
participate in the Tender Offer.
The Tender Offer referred to in this announcement will not be made
to, and any offers will not be accepted from, or on behalf of,
holders of Alfa-Beta's common registered shares 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 information circular
(referred to above) or any other materials relating to the Tender
Offer comes are required to inform themselve about, and to observe,
any such restrictions.
» Contacts
Guy Elewaut: + 32 2 412 29 48 Amy Shue (U.S. investors):
+1 704 633 8250 (ext.2529)
Geert Verellen: + 32 2 412 83 62 Barbera Hoppenbrouwers
(media): + 32 2 412 86 69
Aurélie Bultynck: + 32 2 412 83 61
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
Press release in pdf format: http://hugin.info/133961/R/1315715/306372.pdf
Copyright © Hugin AS 2009. All rights reserved.
