Delhaize Group announces tender offer for its USD 300 million 5.875% senior notes due 2014


BRUSSELS, BELGIUM--(Marketwire - Nov 20, 2012) - Delhaize Group (the "Company"), theBelgian international food retailer(EURONEXT BRUSSELS: DELB) (NYSE: DEG), announced today that it hascommenced anoffer 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 oftheNotes. The Offer is made on the terms and subject to the conditionscontained inthe Offer to Purchase dated November 20, 2012 (the "Offer to Purchase"),including the offer and distribution restrictions contained therein, andtheaccompanying Letter of Transmittal.


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and not withdrawn and that are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 toPurchasedated November 20, 2012 and the accompanying Letter of Transmittal.

The "Total Consideration" for the notes tendered and accepted for paymentwillbe determined by reference to fixed spread over the reference yield basedon thebid-side price of the reference treasury security as calculated on thePriceDetermination Date, as described in the Offer to Purchase.

Holders must validly tender on or prior to the Expiration Date and notwithdrawNotes in order to be eligible to receive the Total Consideration for suchNotespurchased in the Offer. Tenders of Notes may be withdrawn at any time on orprior to the Withdrawal Deadline.

In addition to the Total Consideration, accrued and unpaid interest up to,butnot including the Settlement Date, will be paid in cash on all validlytenderednotes accepted for purchase.

The Company currently intends to redeem any of the Notes that remainoutstandingafter the consummation of the Offer in accordance with the terms of theIndenture, dated as of February 2, 2009 (as amended and supplemented to thedatehereof, the "Indenture"), between the Company and The Bank of New YorkMellon,as trustee (the "Trustee"), as supplemented by First SupplementalIndenture,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 theOffer.D.F. King & Co., Inc. is acting as the Information Agent. For detailedterms ofthe Offer, please refer to the Offer to Purchase which (subject todistributionrestrictions) can be obtained from the Dealer Managers and the InformationAgentreferred to below:


This announcement does not constitute, or form part of, any solicitation oranyoffer or invitation to buy or sell any securities or any offer ofsecurities, inany jurisdiction nor shall it (or any part of it), or the fact of itsdistribution, form the basis or be relied on in connection with anycontracttherefore. No action has been or will be taken in any jurisdiction inrelationto such tender offer that would permit a public offer in any jurisdiction.Noindications of interest in the solicitation of offers to sell or tosubscribefor securities are sought by this announcement.

The Offer referred to in this announcement is not made to, and any offerswillnot be accepted from, or on behalf of, holders of notes in any jurisdictioninwhich the making of such tender offer will not be in compliance with thelawsand regulations of such jurisdiction. Persons into whose possession thisannouncement, the Offer to Purchase, or any other materials relating to theOffer or any other securities referred to above are required to informthemselves about, and to observe, any such restrictions.

The Offer is made only by the Offer to Purchase and the information in thisrelease is qualified by reference to the Offer to Purchase and accompanyingLetter of Transmittal.

The distribution of this document in certain jurisdictions may berestricted bylaw. Persons into whose possession this document comes are required byDelhaizeGroup and the Dealer Managers to inform themselves about, and to observe,anysuch restrictions.

United Kingdom

This announcement has been issued by Delhaize Group and is directed at, anditsdistribution is restricted to Qualifying Holders, those holders beinginvestmentprofessionals within the meaning of the Financial Services and Markets Act2000(Financial Promotion) Order 2005 or other persons to whom it can lawfullybecommunicated under that order. It is not addressed to or directed at anyotherperson, including any retail clients within the meaning of the UK FinancialServices Authority Handbook of Rules and Guidance, and any investmentactivityto which this announcement, the Offer to Purchase or such other offermaterialrelates are available only to, and will only be engaged with, QualifyingHolders.


Neither this announcement, the Offer to Purchase nor any other documents ormaterials relating to the Offer have been submitted to or will be submittedforapproval or recognition to the Financial Services and Markets Authority("Autorité des services et marchés financiers / Autoriteitfinanciële dienstenen markten") and, accordingly, the Offer may not be made in Belgium by wayof apublic offering, as defined in Articles 3 and 6 of the Belgian Law of 1April2007 on public takeover bids as amended or replaced from time to time.Accordingly, the Offer may not be advertised and the Offer will not beextended,and neither this announcement, the Offer to Purchase nor any otherdocuments ormaterials relating to the Offer (including any memorandum, informationcircular,brochure or any similar documents) has been or shall be distributed or madeavailable, directly or indirectly, to any person in Belgium other than"qualified investors" as defined in Article 6 of the Belgian Law of 1 April2007 on public takeover bids, acting on their own account. This Offer toPurchase has been issued only for the personal use of the above qualifiedinvestors and exclusively for the purpose of the Offer. Accordingly, theinformation contained in this announcement or the Offer to Purchase may notbeused 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 theRepublic of France ("France"). Neither this announcement, the Offer toPurchasenor any other documents or materials relating to the Offer have been orshall bedistributed to the public in France and only (i) providers of investmentservices relating to portfolio management for the account of third parties(personnes fournissant le service d'investissement de gestion deportefeuillepour compte de tiers) and/or (ii) qualified investors (investisseursqualifiés)other than an individual, acting on its own account, all as defined in, andinaccordance with, Articles L.411-1, L.411-2 and D.411 1 to D.411-3 of theFrenchCode Monétaire et Financier, are eligible to participate in the Offer.Neitherthis Offer to Purchase nor any other document or material relating to theOfferhas been or will be submitted to the clearance procedures (visa) of theAutoritédes Marchés Financiers.


None of the Offer, this announcement, the Offer to Purchase or any otherdocuments or materials relating to the Offer have been or will be submittedtothe clearance procedures of the Commissione Nazionale per le Società ela Borsa("CONSOB") pursuant to Italian laws and regulations.

The Offer is being carried out in the Republic of Italy as an exemptedofferpursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No.58 of24 February 1998, as amended (the "Financial Services Act") and article35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May1999, asamended.

Any Qualifying Holder located in the Republic of Italy can participate intheOffer only if the Notes tendered by it have a nominal amount or anaggregatenominal amount, equal to or greater than EUR50,000 (an "Eligible ItalianInvestor"). Accordingly, Qualifying Holders located in the Republic ofItalythat do not qualify as Eligible Italian Investors may not participate intheOffer and neither this announcement, the Offer to Purchase nor any otherdocuments or materials relating to the Offer may be distributed orotherwisemade available to them as part of the Offer.

Eligible Italian Investors may tender their Notes in the Offer throughauthorised persons (such as investment firms, banks or financialintermediariespermitted to conduct such activities in the Republic of Italy in accordancewiththe Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007,asamended from time to time, and Legislative Decree No. 385 of 1 September1993,as amended) and in compliance with applicable laws and regulations or withrequirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulationsconcerning information duties vis-à-vis its clients in connection withthe Notesor this Offer to Purchase.


The Dealer Managers and the Delhaize Group (or their directors, employeesoraffiliates) make no representations or recommendations whatsoever regardingthisannouncement, the Offer to Purchase, the Offer or other offer materialrelatingthereto.

None of the Delhaize Group (or any member thereof) or the Dealer Mangersmakesany recommendation as to whether or not holders of notes should participateinthe Offer.

Delhaize Group accepts responsibility for the information contained in thisannouncement.

This press release is available in English, French and Dutch. You can alsofindit on the website Questions can be sent


Statements that are included or incorporated by reference in this pressreleaseand other written and oral statements made from time to time by DelhaizeGroupand its representatives, other than statements of historical fact, whichaddressactivities, events and developments that Delhaize Group expects oranticipateswill or may occur in the future, including, without limitation, theCompany'sintention to redeem any of the Notes that remain outstanding after theconsummation of the Offer, strategic options, future strategies and theanticipated benefits of these strategies, are "forward-looking statements"within the meaning of the U.S. federal securities laws that are subject torisksand uncertainties. These forward-looking statements generally can beidentifiedas 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 arebasedon current information, actual outcomes and results may differ materiallyfromthose projected depending upon a variety of factors, including, but notlimitedto, changes in the general economy or the markets of Delhaize Group, instrategy, in consumer spending, in inflation or currency exchange rates orinlegislation or regulation; and competitive factors. Additional risks anduncertainties that could cause actual results to differ materially fromthosestated or implied by such forward-looking statements are described inDelhaizeGroup's most recent Annual Report on Form 20-F and other filings made byDelhaize Group with the U.S. Securities and Exchange Commission, which riskfactors are incorporated herein by reference. Delhaize Group disclaims anyobligation to update developments of these risk factors or to announcepubliclyany revision to any of the forward-looking statements contained in thisrelease,or to make corrections to reflect future events or developments. If theCompanydoes update one or more forward-looking statements, no inference should bemadethat it will make additional updates with respect to those or otherforward-looking statements.

Announcement in Pdf format:

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(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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