Delhaize America, Inc. (NYSE: DZA)(NYSE: DZB) today announced that a Special Shareholders' Meeting will be held on Wednesday, April 25, 2001, to consider and vote upon the agreement for a statutory share exchange with Delhaize "Le Lion" ("Delhaize Group" - Euronext Brussels: DELB).
If the share exchange agreement is approved by the shareholders of Delhaize America at the Special Shareholders' Meeting, at the closing Delhaize Group will exchange each outstanding Class A and Class B share of Delhaize America not currently held by Delhaize Group for 0.4 shares of Delhaize Group. The public shareholders of Delhaize America will be offered the option to receive either Delhaize Group shares or American Depositary Shares in the form of American Depositary Receipts (ADRs) listed on the New York Stock Exchange. The transaction is expected to close following approval of the transaction by shareholders at the Special Shareholders' Meeting.
The Special Shareholders' Meeting of Delhaize America will be held at the Hotel Inter-Continental, 111 E. 48th Street, New York, New York at 9:00 a.m. local time. All Delhaize America shareholders of record at the close of business on March 2, 2001 are entitled to notice of and to vote at the Special Shareholders' Meeting.
Delhaize Group is applying for listing on the New York Stock Exchange of the ADRs evidencing the Delhaize Group shares. After the share exchange is completed, shareholders of Delhaize Group and the former shareholders of Delhaize America will, through ordinary shares and ADRs, hold one single class of voting stock. The Bank of New York is being retained as the depositary bank and transfer agent for the ADR program. The new shares to be issued in the share exchange will also trade on Euronext Brussels along with Delhaize Group shares.
About Delhaize America
Delhaize America is the parent company of Food Lion, Hannaford Bros. and Kash n' Karry. With more than 1,400 stores from Maine to Florida, Delhaize America is one of the leading supermarket operators in the U.S. In 2000, Delhaize America achieved sales of USD 12.7 billion (EUR 13.7 billion) and net earnings of USD 155.5 million (EUR 168.7 million). For more information, visit the Delhaize America web site at http://www.delhaizeamerica.com/.
About Delhaize Group
Delhaize Group is a food retailer headquartered in Belgium and listed on Euronext Brussels. At the end of 2000, Delhaize Group's sales network consisted of 2,310 stores in 10 countries on three continents. In 2000, Delhaize Group achieved sales of EUR 18.2 billion (USD 16.9 billion) and net earnings of EUR 160.7 million (USD 148.8 million). Delhaize Group employs approximately 152,000 persons. For more information, visit the Delhaize Group web site at http://www.delhaizegroup.com/.
Information for Investors
Questions can also be emailed to Investor@delhaizegroup.com. This press release is available in English, French and Dutch.
Investors are urged to read the relevant documents that were filed with the Securities and Exchange Commission by Delhaize Group and Delhaize America in connection with the share exchange. These documents will contain important information, including the identities of the participants in any solicitation of proxies or consents from Delhaize America shareholders and a description of such participants' interests in any such solicitation. Free copies of the documents filed with the Securities and Exchange Commission will be available at either Delhaize Group headquarters in Brussels, Belgium or Delhaize America headquarters in Salisbury, North Carolina.
Delhaize America and Delhaize Group will update the proxy statement/prospectus being sent to Delhaize America shareholders to provide financial and related information for the full year ended December 31, 2000. Delhaize America and Delhaize Group will send to Delhaize America shareholders a supplement containing the new financial information, and will inform Delhaize America shareholders where else they can find this information, prior to the Special Shareholders' Meeting.
This press release is not an offer or the solicitation of an offer to acquire any securities of Delhaize Group or Delhaize America and no such offer or solicitation will be made except in compliance with applicable securities laws.
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 Group's and Delhaize America's filings with the Securities and Exchange Commission. Neither Delhaize Group nor Delhaize America undertakes any obligation to update this forward-looking information except as required by law.
Guy Elewaut, +32 0 2 412 29 48, or Geoffroy d'Oultremont,
+32 0 2 412 83 21, both of Delhaize Group, or media, Tawn Earnest,
704-633-8250, ext. 2185, or investors, Amy Shue, 704-633-8250, ext. 2529, both
of Delhaize America, Inc.