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Delhaize and Ahold expect to complete merger on July 23, 2016, subject to U.S. Federal Trade Commission clearance

BRUSSELS, Belgium, July 21, 2016 (GLOBE NEWSWIRE) -- In line with required notification periods for listing purposes, Delhaize Group and Royal Ahold announced today that they expect to complete their intended merger on July 23, 2016 if regulatory clearance has been obtained from the Federal Trade Commission (FTC) in the United States by that date.

Trading and ticker symbol

Subject to completion of the merger on July 23, 2016, ordinary shares in the combined company, Ahold Delhaize, would begin trading on Euronext Amsterdam and Euronext Brussels with ticker symbol AD on Monday, July 25, 2016. The last trading date of the Delhaize ordinary shares on Euronext Brussels would be Friday, July 22, 2016, and trading of Delhaize American Depositary Shares (ADSs) on the New York Stock Exchange would be suspended as of the closing date of the merger. Following the merger, Ahold Delhaize ADSs will trade in the over-the-counter market and will be quoted on the OTCQX International marketplace.

Allotment of Ahold Delhaize ordinary shares and ADSs to Delhaize shareholders and ADS holders

Ratio

Following the merger, for each Delhaize ordinary share (except for any Delhaize ordinary shares held by Delhaize or Ahold), 4.75 new Ahold Delhaize ordinary shares will be automatically allotted, and all Delhaize ordinary shares will be cancelled. As a result:

  • For Delhaize ordinary shares in dematerialised form held in securities accounts, the financial intermediary of the respective shareholder will adjust book-entry positions to reflect the allotment of Ahold Delhaize ordinary shares in accordance with the 4.75 ratio.
  • For Delhaize ordinary shares in registered form, Ahold Delhaize will register in its shareholders' register the former holder of each registered Delhaize ordinary share in accordance with the 4.75 ratio.

Following the merger, each Delhaize ADS will represent the right of the holder thereof to receive, at its election, 1.1875 Ahold Delhaize ADSs or an equivalent number of Ahold Delhaize ordinary shares. As a result:

  • For Delhaize ADSs held in book-entry form through a bank, broker or other DTC participant, each Delhaize ADS will be exchanged for 1.1875 Ahold Delhaize ADSs without the need to take any action. To the extent a holder wishes to receive Ahold Delhaize ordinary shares in lieu of such Ahold Delhaize ADSs, the holder must instruct his bank, broker or other DTC participant to surrender such Ahold Delhaize ADSs for cancellation to the Ahold Delhaize ADS depositary, along with instructions as to the account in The Netherlands to which the Ahold Delhaize ordinary shares are to be delivered.
  • For Delhaize ADSs held in book-entry form directly on the books of the Delhaize ADS depositary, the holders thereof will be credited with 1.1875 Ahold Delhaize ADSs in exchange for each Delhaize ADS without the need to take any action. To the extent a holder wishes to receive Ahold Delhaize ordinary shares in lieu of such Ahold Delhaize ADSs, such holder must instruct the Ahold Delhaize ADS depositary to cancel such Ahold Delhaize ADSs and must provide instructions as to the account in The Netherlands to which the Ahold Delhaize ordinary shares are to be delivered.
  • For Delhaize ADSs held in physical certificated form, holders thereof will receive a letter of transmittal with instructions on how and where to deliver the certificates representing their Delhaize ADSs in order to receive the Ahold Delhaize ADSs to which they are entitled and, if so desired, to have such Ahold Delhaize ADSs cancelled and, in lieu thereof, to have the Ahold Delhaize ordinary shares represented thereby delivered directly to a designated account in The Netherlands.

Treatment of fractional entitlements

In all cases, no fractions of Ahold Delhaize ordinary shares or Ahold Delhaize ADSs will be issued in connection with the merger, but instead:

  • For Delhaize ordinary shares in dematerialised form held in securities accounts, the financial intermediary of the respective shareholder will in general aggregate the fractional entitlements into Ahold Delhaize ordinary shares and settle remaining fractional entitlements in cash, depending on the particular contractual arrangements between the financial intermediary and the shareholder.
  • For Delhaize ordinary shares in registered form, the total number of Ahold Delhaize ordinary shares allotted to each shareholder will be rounded down to the nearest full number, and the balance will be paid in cash.
  • For Delhaize ADSs held in book-entry form through a bank, broker or other DTC participant, the financial intermediary of the respective Delhaize ADS holder will in general aggregate the fractional entitlements into Ahold Delhaize ADSs and settle remaining fractional entitlements in cash, depending on the particular contractual arrangements between the financial intermediary and the Delhaize ADS holder.
  • For holders of registered Delhaize ADSs, fractional Ahold Delhaize ADSs that registered holders of Delhaize ADSs are entitled to receive will be aggregated and sold for cash by the exchange agent, and the proceeds, after deducting taxes, fees, commissions and expenses, will be distributed to holders proportionally to their respective fractional entitlements.

Delivery

If FTC approval is obtained on or prior to July 22, 2016 and the merger closes on July 23, 2016, the delivery of the new Ahold Delhaize ordinary shares will take place as follows:

  • For holders of Delhaize ordinary shares in dematerialised form held in securities accounts, the delivery date of the new Ahold Delhaize ordinary shares will be on or about Wednesday, July 27, 2016.

However, such shareholders may already be able to start trading in their allotted Ahold Delhaize ordinary shares as from Monday, July 25, 2016, provided that their respective financial intermediaries so allow. Delhaize shareholders concerned are invited to check with their financial intermediary which policies it will apply. Neither Ahold nor Delhaize accepts any responsibility regarding these policies.

  • For holders of Delhaize ordinary shares in registered form, Ahold Delhaize will make the necessary registrations in its shareholders' register, on the basis of the shareholderships as they appear from the share register of Delhaize at closing.

If FTC approval is obtained on or prior to July 22, 2016 and the merger closes on July 23, 2016, the delivery of the new Ahold Delhaize ADSs will take place as follows:

  • For holders of Delhaize ADSs held in book-entry form through a bank, broker or other DTC participant, the exchange of Delhaize ADSs for Ahold Delhaize ADSs is expected to be completed on or about Wednesday, July 27, 2016.

However, such holders may already be able to start trading in their allotted Ahold Delhaize ADSs as from Monday, July 25, 2016, provided that their respective financial intermediaries so allow. Delhaize ADS holders concerned are invited to check with their financial intermediary which policies it will apply. Neither Ahold nor Delhaize accepts any responsibility regarding these policies.

  • For holders of Delhaize ADSs held in book-entry form directly on the books of the Delhaize ADS depositary, the crediting of Ahold Delhaize ADSs is expected to be completed on or about Wednesday, August 3, 2016.
  • For holders of Delhaize ADSs held in physical certificated form, mailing of the letter of transmittal containing instructions for delivery of certificated Delhaize ADSs in exchange for Ahold Delhaize ADSs or Ahold Delhaize ordinary shares is expected to commence on or about Friday, July 29, 2016.

Full press release in pdf http://hugin.info/133961/R/2029762/754838.pdf

HUG#2029762

CONTACT: Questions can be sent to investor@delhaizegroup.com. Investor Relations: + 32 2 412 2151 Media Relations: + 32 2 412 8669Source:Delhaize Group