Delhaize Group (Euronext Brussels: DELB, NYSE: DEG), the
Belgian international food retailer, announced that it has completed the pricing of €400 million of Senior Fixed
Rate Bonds due 2020, at an annual coupon of 3.125% (the “New Bonds”), to be issued at 99.709% of their
principal amount. The net proceeds of the issuance will be used in part to fund Delhaize Group’s repurchase
of Euro Notes and Dollar Notes (defined below) in its (i) tender offer to qualifying holders for cash prior to
maturity of up to €100 million in aggregate principal amount of its outstanding €308,933,000 5.625% Senior
Notes due 2014 (the “Euro Notes”), plus accrued and unpaid interest and premium amounts (the “Euro Tender
Offer”) and (ii) tender offer for cash for any and all of its outstanding $300 million 5.875% Senior Notes due
2014 (the “Dollar Notes”), plus accrued and unpaid interest and premium amounts (the “Dollar Tender Offer”).
» Issuance of the New Bonds
The New Bonds will be issued by Delhaize Group, which is currently rated Baa3 by Moody’s Investors Service,
Inc. and BBB- by Standard and Poor’s Ratings Services (both with a stable outlook). The New Bonds will
contain a change of control provision allowing their holders to require Delhaize Group to repurchase the New
Bonds at 101% of their aggregate principal amount in certain circumstances, as approved by the general
meeting of shareholders dated 24 May 2012.
This offering of the New Bonds is being made to qualified investors only and will be listed on NYSE Euronext
Brussels pursuant to a prospectus filed by Delhaize Group with the Financial Services Regulatory Authority of
Belgium (FSMA). The New Bonds are expected to be issued on November 27, 2012, subject to customary
» Euro Tender Offer
The purpose of the Euro Tender Offer is to manage the debt maturity profile of Delhaize Group. The Euro
Tender Offer is being made only outside the United States, and no tenders from the United States will be
accepted. Any Euro Notes purchased by Delhaize Group pursuant to the Euro Tender Offer will be cancelled
and will not be reissued or resold.
The Euro Tender Offer is made on the terms and subject to the conditions contained in a Tender Offer
Memorandum dated November 20, 2012 (the “Tender Offer Memorandum”). Delhaize Group invites Qualifying
Holders (as defined in the Tender Offer Memorandum) to offer to sell Euro Notes, on the terms and conditions
set out in the Tender Offer Memorandum. Delhaize Group may, in its sole discretion, extend, re-open, amend
and/or terminate the Euro Tender Offer at any time (subject to applicable law and as provided in the Tender
» Dollar Tender Offer
The Dollar Tender 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.
Delhaize Group currently intends to redeem any of the Dollar Notes that remain outstanding after the
consummation of the Dollar Tender 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 Delhaize group and The
Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by First Supplemental Indenture, dated
as of February 2, 2009, between Delhaize Group and the Trustee.