Salisbury, NC — Delhaize America, Inc. [NYSE:DZA,DZB] today announced that its Board of Directors has received an offer from Etablissements Delhaize Frères et Cie “Le Lion” S.A. (“Delhaize Group”), its largest shareholder, to exchange Delhaize Group stock for all of the outstanding Class A and Class B common shares of Delhaize America, Inc. it does not already own. The consideration to be received by the public shareholders of the Company would consist of 0.35 common shares of Delhaize Group in exchange for each share of Class A and Class B stock of the Company.
Delhaize America said that it has established a special committee of independent directors to review the offer. The special committee has advised the Board that it will not make any public comments until its review process is complete. The committee has engaged Wachtell, Lipton, Rosen & Katz (New York) and Robinson, Bradshaw & Hinson (Charlotte, N.C.) as legal counsel. It is in the process of engaging a financial advisor. Delhaize America has 10 directors, four of which are independent.
R. William McCanless, Chief Executive Officer of Delhaize America, said, “As the special committee of the board evaluates this offer and determines whether it is in the best interests of our shareholders, we want to assure our customers, from Maine to Florida, that they can continue to rely on all 1,400 Food Lion, Hannaford Bros. and Kash n’ Karry stores to provide the same high level of service they have come to expect. From the perspective of our more than 100,000 associates, everything remains business as usual.”
The Delhaize Group currently owns approximately 37% of Delhaize America’s Class A (non-voting) common stock and approximately 56% of Delhaize America’s Class B (voting) common stock, or approximately 45% of Delhaize America’s total shares outstanding.
Delhaize America, Inc. is the parent company of Food Lion, Kash n’ Karry and Hannaford Bros. With more than 1,400 stores on the Eastern seaboard, the combined companies form the fifth largest grocery operator in the United States with stores from Maine to Florida.
Certain statements contained in this press release and related statements by management may be deemed to be forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, including those described in Delhaize America's filings with the Securities and Exchange Commission. Delhaize America undertakes no obligation to update this forward-looking information except as required by law.
Contact: Wendy Melton (704) 633-8250, Ext. 2892