UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month
of July, 2016
Commission File Number: 333-13302
ETABLISSEMENTS DELHAIZE FRÈRES
ET CIE LE LION (GROUPE DELHAIZE)
(Exact name of registrant as specified in its charter)*
DELHAIZE BROTHERS AND CO.
THE LION (DELHAIZE GROUP)
(Translation of registrants name into English)*
SQUARE MARIE
CURIE 40
1070 BRUSSELS, BELGIUM
(Address of principal executive offices)
* The
registrants charter (articles of association) specifies the registrants name in French, Dutch and English.
Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
¨
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Merger update
July 12, 2016 8 a.m. CET
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DELHAIZE GROUP AND AHOLD EXPECT MERGER TO COMPLETE
BEFORE THE END OF JULY, SUBJECT TO FTC MERGER CLEARANCE
BRUSSELS, Belgium, July 12, 2016
In the context of the intended merger between Delhaize Group and Ahold, the companies have confirmed today
that they expect the merger to complete before the end of July, subject to regulatory approval by the Federal Trade Commission of the United States.
In
addition, Ahold today provided further details on its 1 billion capital repayment and reverse stock split, which had been announced on June 24, 2015 and approved by Aholds shareholders on March 14, 2016. Please refer to
Aholds press release of today for further details.
On June 24, 2015, Ahold and Delhaize announced their intention to merge. The
shareholders meetings of both companies approved the merger in March 2016. The Belgian Competition Authority (BCA) granted its conditional approval for the merger in March 2016. FTC clearance is the final regulatory approval requirement for
the merger to complete.
Please visit www.delhaizegroup.com, www.ahold.com, or www.adcombined.com for more information.
» Delhaize Group
Delhaize Group is a Belgian
international food retailer present in seven countries on three continents. On March 31, 2016, Delhaize Groups sales network consisted of 3 524 stores. In 2015, Delhaize Group recorded 24.4 billion ($27.1 billion) in revenues and
366 million ($407 million) net profit (Group share). At the end of 2015, Delhaize Group employed approximately 154 000 people. Delhaize Groups stock is listed on NYSE Euronext Brussels (DELB) and the New York Stock Exchange (DEG).
This press release is available in English, French and Dutch. You can also find it on the website
http://www.delhaizegroup.com
.
Questions can be sent to
investor@delhaizegroup.com
.
» Contacts
Investor Relations: + 32 2 412 2151
Media Relations: + 32 2 412 8669
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Delhaize Group Merger update July 12, 2016
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This communication contains forward-looking statements, which do not refer to historical facts but refer to expectations based on
managements current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those included in such statements. These statements or
disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Delhaize Group, based on current beliefs of management as well as
assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as anticipate, believe, plan, could,
estimate, expect, forecast, guidance, intend, may, possible, potential, predict, project or other similar words, phrases or
expressions. Many of these risks and uncertainties relate to factors that are beyond Delhaize Groups control. Therefore, investors and shareholders should not place undue reliance on such statements. Factors that could cause actual results to
differ materially from those in the forward-looking statements include, but are not limited to: the occurrence of any change, event or development that could give rise to the termination of the merger agreement or the proposed merger with
Koninklijke Ahold N.V., also known as Royal Ahold; the risk that the necessary regulatory approvals for the proposed merger with Royal Ahold may not be obtained when expected or at all or may be obtained subject to conditions that are not
anticipated; failure to satisfy other closing conditions with respect to the proposed merger with Royal Ahold on the proposed terms and timeframe; the possibility that the proposed merger with Royal Ahold does not close when expected or at all; the
risks that the new businesses will not be integrated successfully or promptly or that the combined company will not realize when expected or at all the expected synergies and benefits from the proposed merger with Royal Ahold; Delhaize Groups
ability to successfully implement and complete its plans and strategies and to meet its targets; risks related to disruption of management time from ongoing business operations due to the proposed merger with Royal Ahold; the benefits from Delhaize
Groups plans and strategies being less than anticipated; the effect of the announcement or completion of the proposed merger with Royal Ahold on the ability of Delhaize Group to retain customers and retain and hire key personnel, maintain
relationships with suppliers, and on their operating results and businesses generally; litigation relating to the transaction; the effect of general economic or political conditions; Delhaize Groups ability to retain and attract employees who
are integral to the success of the business; business and IT continuity, collective bargaining, distinctiveness, competitive advantage and economic conditions; information security, legislative and regulatory environment and litigation risks; and
product safety, pension plan funding, strategic projects, responsible retailing, insurance and unforeseen tax liabilities. In addition, the actual outcomes and results of Delhaize Group may differ materially from those projected depending upon a
variety of factors, including but not limited to changes in the general economy or the markets of Delhaize Group, in consumer spending, in inflation or currency exchange rates or in legislation or regulation; competitive factors; adverse
determination with respect to claims; inability to timely develop, remodel, integrate or convert stores; and supply or quality control problems with vendors. Additional risks and uncertainties that could cause actual results to differ materially
from those stated or implied by such forward-looking statements are described in Delhaize Groups most recent annual report on Form 20-F and other filings with the SEC. Neither Delhaize Group nor any of its directors, officers, employees and
advisors nor any other person is therefore in a position to make any representation as to the accuracy of the forward-looking statements included in this communication. The actual performance, the success and the development over time of the
business activities of Delhaize Group may differ materially from the performance, the success and the development over time expressed in or implied from the forward-looking statements contained in this communication. The foregoing list of factors is
not exhaustive. Forward-looking statements speak only as of the date they are made. Delhaize Group does not assume any obligation to update any public information or forward-looking statement in this communication to reflect events or circumstances
after the date of this communication, except as may be required by applicable laws.
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Delhaize Group Merger update July 12, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ETABLISSEMENTS DELHAIZE FRÈRES ET CIE LE LION (GROUPE DELHAIZE)
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Date:
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July 12, 2016
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By:
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/s/ G. Linn Evans
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G. Linn Evans
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Senior Vice President
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