Zaandam, The Netherlands, September 4, 2001 - Ahold, the international food retail and foodservice company, today announced two new proposed acquisitions and an accelerated equity offering of new Ahold common shares commencing immediately. The proceeds of the offering will be used to partially finance the acquisitions of Alliant Exchange, Inc., the parent company of Alliant Foodservice, Inc. ("Alliant"), and Bruno's Supermarkets, Inc. ("Bruno's Supermarkets").
The relevant acquisition documentation was signed today in the United States. Both acquisitions, once completed, will be immediately accretive to Ahold's earnings per share on a cash basis. Ahold expects the acquisitions to close by the first quarter of 2002, pending regulatory approval.
Alliant Foodservice
Alliant is a leading operator in the growing foodservice market of the United States with fiscal 2000 net sales of approximately USD 6.6 billion and EBITDA of approximately USD 174 million.
Bruno's Supermarkets
Bruno's Supermarkets is a Southeastern U.S. food retailer with 184 stores, of which 169 are supermarkets, operating under various banners in the states of Alabama, Florida, Mississippi and Georgia. Ahold will also be acquiring an affiliated company, Bruno's, Inc., which holds seven parcels of property that are leased to Bruno's Supermarkets. Bruno's Supermarkets' net sales in fiscal 2000 amounted to approximately USD 1.65 billion. On a combined basis with Bruno's, Inc., its fiscal 2000 EBITDA totaled approximately USD 60 million.
Comments by Ahold President & CEO Cees van der Hoeven
Cees van der Hoeven, Ahold President & CEO, said in a comment that the 'new acquisitions are fully in line with Ahold's growth strategy since they will add significant value in two important channels of our business. Our stakeholders will benefit from these transactions as they make our company even stronger and better positioned to service the customer. We are delighted that we reached agreement today and are ready to start the funding process immediately.'
Transaction and offering details
The total consideration for Alliant amounts to USD 2.2 billion, including USD 750 million of assumed debt. The transaction is subject to the approval of Alliant's shareholders. The holder of approximately 90% of Alliant's outstanding shares, an affiliate of Clayton, Dubilier & Rice, has agreed to the acquisition.
To acquire Bruno's Supermarkets and Bruno's, Inc., Ahold will pay USD 500 million, although the purchase price is subject to adjustments based on the stockholders' equity of Bruno's Supermarkets and Bruno's, Inc. at the time of closing. The acquisitions are subject to shareholder approval. Sufficient holders of outstanding shares of common stock of Bruno's Supermarkets and Bruno's, Inc. (75%) have agreed to vote their shares in favor of the transactions.
To partly finance both acquisitions, Ahold expects to issue up to 70 million shares in the form of common shares or American Depositary Shares ("ADSs") through an accelerated bookbuilding process. In addition, Ahold will grant the underwriters a 'green shoe' option, potentially increasing the total offer size by up to 15%.
Based on the closing share price of Euro 32.71 on Euronext Amsterdam on September 3, 2001, the offering would raise up to Euro 2.3 billion.
ABN AMRO Rothschild, Goldman Sachs International and Merrill Lynch International are acting as joint global coordinators and joint bookrunners, and ING Barings, Kempen & Co. and Rabo Securities will be invited to act as co-managers. The offering will be structured as a registered public offering in the United States and a private placement elsewhere, including a private placement with institutional and retail clients of the syndicate banks in the Netherlands.
Subscription starts today
Subscription to the offering starts today and is expected to close no later than after the close of trading on Euronext Amsterdam on September 6, 2001. The joint global coordinators, in consultation with Ahold, will reserve the right to close the subscription period at any time. For the purpose of the public offering of the ADSs in the United States, a prospectus supplement to the shelf registration statement already on file with the U.S. Securities and Exchange Commission ("SEC") will be filed with the SEC after final pricing of the offering.
The prospectus supplement (including the documents incorporated by reference therein) and the related prospectus will be available at Ahold's corporate headquarters in Zaandam, The Netherlands, and on the Ahold website (www.ahold.com), on or about the time of filing of the prospectus supplement with the SEC.
Application has been or will be made for the new common shares to be listed on Euronext Amsterdam and for the ADSs to be listed on the New York Stock Exchange ("NYSE"). Ahold expects the settlement for the common shares and ADSs to occur on or before September 12, 2001. Admission to listing and trading of the common shares on Euronext Amsterdam and the ADSs on the NYSE is expected to take place on the settlement date.
The new Ahold common shares and ADSs will not be entitled to the interim dividend for the year 2001, which will be payable as of September 10, 2001, but they will be entitled to any final dividend, which is expected to be paid in May 2002. Details of the final number of shares and ADSs to be issued and the price at which they will be offered will be announced as soon as practicable after subscription to the offering closes.
Alliant Foodservice, Inc.
Alliant is a leading foodservice operator in the growing foodservice market in the United States. Net sales in fiscal 2000 amounted to approximately USD 6.6 billion. EBITDA was approximately USD 174 million.
Alliant delivers food and related products to approximately 125,000 healthcare, restaurant, lodging and other institutional customers across the United States. The company distributes over 135,000 items including produce, meat, and refrigerated and frozen foods. Approximately one-third of its sales last year came from more than 6,000 private label products. Alliant is widely recognized as a leader in the healthcare market. Over 40% of the company's sales are generated through its "street business" and the remainder is divided between healthcare accounts and multi-unit restaurant customers.
Excellent fit with Ahold's existing U.S. activities
Following the acquisitions of U.S. Foodservice and PYA/Monarch in 2000, the acquisition of Alliant should enhance Ahold's position in the foodservice market in the United States. The transaction further extends U.S. Foodservice's reach to the Midwest and Western United States and strengthens Ahold's ability to serve foodservice and institutional customers.
Ahold expects its food retail operations will benefit from the cross-selling opportunities currently being tested by U.S. Foodservice and Ahold's U.S. retail subsidiaries. The foodservice industry in the United States is still highly fragmented with thousands of competitors. The acquisition of Alliant will add 17 large U.S. cities to Ahold's current service range. After completion of the transaction, Ahold's foodservice activities should be able to serve approximately 95% of the U.S. population.
Alliant well known in foodservice sector
Alliant, headquartered in Deerfield, Illinois, was formed in 1976 as a division of Kraft Foods and separately incorporated in 1990. The company was sold in 1996 to an affiliate of the New York-based investment firm, Clayton, Dubilier & Rice, and Alliant's management. Through 48 distribution centers, Alliant reaches approximately 200,000 locations in all segments of the foodservice market. Over 20% of its sales are derived from healthcare accounts. Other major customers include independent multi-unit and chain restaurants, lodging providers and contract managers. Alliant employs approximately 12,000 people.
Significant synergy benefits
Ahold expects that synergies and cost savings in the first year following the closing of the transaction will amount to USD 70 million, increasing to USD 120 million in the third year. Ahold anticipates achieving operational synergies in a number of areas including procurement, marketing, IT, private label development, logistics and distribution. The transaction is expected to be EVA (economic value added) positive in three to four years following closing of the acquisition.
Bruno's Supermarkets, Inc.
Bruno's Supermarkets is a food retailer in the Southeastern United States with 184 stores, of which 169 are supermarkets, located in Alabama, Florida, Mississippi and Georgia. Bruno's Supermarkets had fiscal 2000 net sales of approximately USD 1.65 billion. On a combined basis with Bruno's, Inc., its fiscal 2000 EBITDA totaled approximately USD 60 million.
The company is headquartered in Birmingham, Alabama, and is a premier supermarket operator.
Ahold estimates that total synergies as a result of the transaction will amount to approximately USD 35 million in the first full year of combined operations, increasing to USD 50 million in the third year. In addition, Ahold believes the company has considerable growth opportunities in the Southeastern USA. The transaction is expected to be EVA (economic value added) positive in three years following closing of the transaction.
Bruno's Supermarkets, founded in 1932, uses three principal formats: supermarkets, upscale superstores and neighborhood stores. The 120 supermarkets operate under the Food World and Food Max banners and are known for their competitive pricing. With 30 stores, the more traditional superstore format operates under the name Bruno's Supermarkets and aims to provide exceptional service and quality. The 18 neighborhood stores go by the name of Food Fair. Continuous promotion of the fresh departments in each of these formats differentiates Bruno's Supermarkets from strong local competition. In addition, the company operates one distribution center, 13 liquor stores and two gas stations. Bruno's Supermarkets employs approximately 14,000 people.
Ahold in the United States
Ahold has been active in the United States since 1977. With five retail operating companies - Stop & Shop, Giant-Landover, Giant-Carlisle, Tops and BI-LO - Ahold currently operates almost 1,400 stores, of which 1,050 are supermarkets, along the eastern seaboard. In 2000, Ahold put its multi-channel strategy into practice by acquiring U.S. Foodservice and its former sister company PYA/Monarch. Overall sales in 2000 from Ahold's food retail and foodservice activities in the United States amounted to approximately USD 27.8 billion.
Ahold worldwide
Ahold currently operates approximately 8,600 supermarkets, hypermarkets and other store formats in the United States, Europe, Latin America and Asia. The company has a significant presence in the foodservice sector and is developing a range of other products, including financial services and internet-based home delivery. Ahold employs approximately 420,000 people in 25 countries. Ahold's website can be found at www.ahold.com. The information on the Ahold website is not incorporated by reference into this press release.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES
Ahold Corporate Communications: +31 75 659 5720, +31 75 659 5665
Mobile: Hans Gobes +31 655 822 298, Jan Hol +31 622 933 137
Editor's note: Profile press releases on Alliant Foodservice, Inc., and Bruno's Supermarkets, Inc., have been issued simultaneously.
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This document does not constitute an offer of Ahold common shares or ADSs for sale in the United States. Ahold has filed a shelf registration statement with the Securities and Exchange Commission that has been declared effective and expects to offer shares for sale in the United States pursuant to such registration statement. Any public offering of shares or ADSs to be made in the United States will be made by means of a prospectus supplement to the prospectus included in the registration statement. The prospectus supplement will contain or incorporate by reference detailed information about the company and management, as well as financial statements. The shares to be sold in the placing outside of the United States have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act. The shares to be sold in the proposed placing may not be offered or sold in the United Kingdom other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 or of Part IV of the Financial Services Act 1986. The shares may not be offered or sold in any other jurisdiction (other than the United States of America) in circumstances which would constitute an offer to the public in such jurisdiction or which would result in the shares needing to be registered or made the subject of a prospectus (or equivalent document) in the context of the placing. ABN AMRO Rothschild, Goldman Sachs International and Merrill Lynch International, each of which is regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting exclusively for Ahold and no one else in connection with the transactions referred to in this press announcement and will not be responsible to anyone other than Ahold for providing the protections afforded to customers of ABN AMRO Rothschild, Goldman Sachs International and Merrill Lynch International or for giving advice in relation to the transactions or any matters referred to in this press announcement.
Certain statements in this press release, including expectations as to completion of the acquisitions referred to herein and future performance, are "forward-looking statements" within the meaning of U.S. federal securities laws and are intended to be covered by the safe harbors created thereby. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from these statements. Such factors include, but are not limited to, the effect of general economic conditions and changes in interest rates in the countries in which the company operates, increased competition in the markets in which the company operates, changes in marketing methods utilized by competitors and difficulties encountered in the integration of new acquisitions. Fluctuation in exchange rates between the Euro and the other currencies in which the company's assets, liabilities and results are denominated, in particular the U.S. dollar, can also influence the forward-looking statements as can other factors discussed in the company's public filings. Readers are cautioned not to place undue reliance on such forward-looking statements. For a more detailed discussion of such risks and other factors, see Royal Ahold's Annual Report on Form 20-F for its most recent fiscal year.
This press release does not constitute an offer to sell or a solicitation of an offer to buy shares of Ahold common shares or ADSs. An offer may only be made by means of a prospectus supplement and related prospectus. Investors should base their decision to subscribe to an equity offering purely on information provided in the prospectus supplement (and information incorporated by reference therein) and the related prospectus - available no later than September 11, 2001 - from Ahold corporate headquarters in Zaandam, The Netherlands. Outside the Netherlands the company presents itself under the name of Royal Ahold or simply Ahold. For reader convenience, Royal Ahold or Ahold are also used throughout the financial statements. The registered name of the company is Koninklijke Ahold N.V.
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Stabilisation / FSA.
Ahold announces two new proposed U.S. acquisitions in foodservice and retail:
| Source: Ahold Delhaize