Filed by Delhaize Group
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Delhaize Group
Commission File No.: 333-13302
Date: January 22, 2016
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Preliminary Revenue Report 2015
Regulated InformationJanuary 22, 2016 - 7:00 a.m. CET
DELHAIZE GROUP 2015 REVENUES AND PRELIMINARY RESULTS
| Full Year preliminary and unaudited 2015 Results at actual exchange rates |
» Revenue growth of 15.6% excluding the 53rd week in the U.S. in 2014 (3.2% at identical exchange rates) |
» Underlying operating profit of approximately €870 million |
» Underlying operating margin of 4.0% in the U.S., 2.1% in Belgium and 4.7% in Southeastern Europe |
» Free cash flow of approximately €645 million excluding one-time elements (€516 million including one-time elements) |
| Fourth Quarter 2015 Revenues |
» Revenue growth of 14.2% at actual exchange rates excluding the 53rd week in the U.S. in 2014 (4.9% at identical exchange rates) |
» 2.3% comparable store sales growth in the U.S., 5.1% in Belgium and 7.8% in Southeastern Europe |
» CEO Comments |
Frans Muller, President and Chief Executive Officer of Delhaize Group said: “In 2015, in line with our strategy outlined two years ago, we kept our focus on our customers and made good progress on our strategic initiatives. Specifically at Food Lion, the revenue uplift from Easy, Fresh & Affordable is delivering according to plan and costs are under control, and in Belgium, the implementation of the Transformation Plan is well advanced. We recorded revenue increase at all our banners. Our underlying operating profit was approximately €870 million. In addition, we generated another solid level of free cash flow this year at approximately €645 million, excluding one-time elements.”
“In the fourth quarter, our real growth, corrected for inflation, at Delhaize America was strong at 3.3%. In Belgium our market share has shown a healthy progression and revenues continued to recover with 5.1% comparable store sales growth. In Southeastern Europe, we maintained the excellent sales momentum driven by 7.8% comparable sales growth and expansion.”
“For 2016, our objective is to fine-tune the Easy, Fresh and Affordable initiative at Food Lion and to roll it out to an additional market and to improve operating standards in Belgium as we continue implementing the Transformation Plan. We are also confident to maintain our sales trends in all our markets in 2016, driven by comparable store sales growth and expansion mainly in Southeastern Europe. Subject to final approvals, we are looking forward to bringing our operations with good operating momentum and a solid financial structure into a stronger and larger group as we complete the merger with Ahold on schedule by mid-2016.”
Delhaize Group – Preliminary Revenue Report 2015 – January 22, 2016 | 1 of 6 |
» Full Year 2015 Revenues |
In 2015, Delhaize Group realized €24.4 billion of revenues, an increase of 15.6% and 3.2% respectively at actual and at identical exchange rates, excluding the 53rd week in the U.S. in 2014. Including the 53rd week in the U.S. in 2014, revenues rose by 14.2% and 1.9% respectively at actual and at identical exchange rates. Organic revenue growth was 3.2%.
In 2015, revenue growth for Delhaize Group was the result of:
| ● | Revenue growth of 2.2% in the U.S. in local currency (excluding the 53rd week in 2014), supported by comparable store sales growth of 2.2%; | |
| ● | Revenue growth of 1.3% in Belgium as a result of a comparable store sales growth of 0.9% and network expansion; and | |
| ● | Revenue growth of 10.2% at identical exchange rates in Southeastern Europe driven by double-digit revenue growth in Romania and solid growth in Greece and Serbia. Comparable store sales growth was 3.5%. |
» Fourth Quarter 2015 Revenues |
In the fourth quarter of 2015, Delhaize Group’s revenues were €6.3 billion, an increase of 14.2% at actual exchange rates (+4.9% at identical exchange rates) compared to the fourth quarter of 2014 and excluding the result of the 53rd week in the U.S. in 2014. Organic revenue growth was 4.9%.
Revenues in the U.S. increased by 2.6% in local currency excluding the impact of the 53rd week in 2014 and comparable store sales grew by 2.3%. In Belgium, revenues increased by 5.6% as a result of comparable store sales growth of 5.1% and a 0.3% positive calendar impact. Revenues in Southeastern Europe grew by 13.3% (+13.5% at identical exchange rates) as a result of a 7.8% comparable store sales growth and network expansion.
» Segment Reporting Revenues (unaudited) |
| Fourth quarter | Full year | ||||||||
| Incl. 53rd week | Excl. 53rd week | Incl. 53rd week | Excl. 53rd week | ||||||
| In the U.S. | In the U.S. | In the U.S. | In the U.S. | ||||||
| (in millions) | Q4 2015 | Q4 2014 | 2015/2014 | 2015/2014 | 2015 | 2014 | 2015/2014 | 2015/2014 | |
United States (1) | $ | 4 436 | 4 669 | -5.0% | +2.6% | 17 794 | 17 748 | +0.3% | +2.2% |
United States(1, 2) | € | 4 051 | 3 707 | +9.3% | +17.5% | 16 038 | 13 360 | +20.0% | +22.4% |
| Belgium | € | 1 327 | 1 256 | +5.6% | +5.6% | 4 983 | 4 919 | +1.3% | +1.3% |
Southeastern Europe(3) | € | 942 | 832 | +13.3% | +13.3% | 3 374 | 3 082 | +9.5% | +9.5% |
| TOTAL | € | 6 320 | 5 795 | +9.1% | +14.2% | 24 395 | 21 361 | +14.2% | +15.6% |
| (1) | The segment “United States” includes the banners Food Lion and Hannaford. |
| (2) | The average exchange rate of the U.S. dollar against the euro strengthened by 14.1% in the fourth quarter of 2015 (1€ = $1.0953) compared to the fourth quarter of 2014 and the 2015 full year average exchange rate (1€ = $1.1095) strengthened by 19.7% compared to 2014. |
| (3) | The segment “Southeastern Europe” includes our operations in Greece, Serbia and Romania. |
Delhaize Group – Preliminary Revenue Report 2015 – January 22, 2016 | 2 of 6 |
| United States |
In the fourth quarter of 2015, revenues in the U.S. increased by 2.6% to $4.4 billion (€4.1 billion) excluding a 53rd trading week in 2014. Comparable store sales growth was 2.3% despite retail deflation of 1.0%, driven by planned price investments in both banners, and mild weather. Both Food Lion and Hannaford continued to report positive real sales growth of over 3%.
For the full year 2015, Delhaize America generated revenues of $17.8 billion (€16.0 billion), an increase of 2.2% compared to 2014 in local currency excluding a 53rd trading week in 2014. Comparable store sales growth in 2015 was 2.2%.
| Belgium |
In the fourth quarter of 2015, revenues in Belgium were €1.3 billion, an increase of 5.6% compared to the fourth quarter of 2014, with comparable store sales growth of 5.1% (adjusted for a positive calendar impact of 0.3%). Internal retail inflation reached 1.8%. Our market share showed a good progression in the fourth quarter and stood at 24.0% for the full year, almost stable compared to 2014. Our performance in the fourth quarter 2014 was impacted by disruptions caused by the uncertainty of the Transformation Plan.
Delhaize Belgium posted revenues of €5.0 billion in 2015, an increase of 1.3% compared to 2014, resulting from comparable store sales growth of 0.9% and network growth.
| Southeastern Europe |
In the fourth quarter of 2015, revenues in Southeastern Europe increased by 13.3% (+13.5% at identical exchange rates) to €942 million. Comparable store sales growth remained strong at 7.8% for the segment (adjusted for a 1.0% positive calendar impact) and network expansion in every country.
For the full year 2015, revenues in Southeastern Europe increased by 9.5% to €3.4 billion (+10.2% at identical exchange rates), mainly as a result of expansion in Greece and in Romania and 3.5% comparable store sales evolution.
» Preliminary 2015 Results (unaudited) |
Based on preliminary figures, we expect our 2015 Group underlying operating profit to be approximately €870 million.
In addition, we expect our free cash flow for 2015 to be approximately €645 million, excluding one-time items related to the Transformation Plan in Belgium of €86 million, €25 million fine of the Belgian Competition Authority, €32 million merger related cash expenses and €14 million of proceeds related to the disposal of Bottom Dollar Food stores. Including these elements, our full year free cash flow reached €516 million. Capital expenditure reached €774 million in 2015 (€705 million at identical exchange rates).
» Conference Call and Webcast |
Delhaize Group’s CFO Pierre Bouchut will comment on the fourth quarter and full year 2015 revenues and preliminary results during a conference call starting January 22, 2016 at 09:30 am CET. The conference call can be attended by calling +44 (0)20 3427 1907 (U.K.), +1 646 254 3366 (U.S.) or +32 2 620 0138 (Belgium), with “Delhaize” as password. The conference call will also be broadcast live over the internet at http://www.delhaizegroup.com. An on-demand replay of the webcast will be available after the conference call at http://www.delhaizegroup.com.
Delhaize Group – Preliminary Revenue Report 2015 – January 22, 2016 | 3 of 6 |
» Identical Exchange Rates and Organic Revenue Growth Reconciliation (unaudited) |
| Q4 2015 | Q4 2014 | % Change | (in millions of €) | 2015 | 2014 | % Change |
| 6 320 | 5 795 | +9.1% | Revenues | 24 395 | 21 361 | +14.2% |
| (514) | Effect of exchange rates | (2 623) | ||||
| 5 806 | 5 795 | +0.2% | Revenues at identical exchange rates | 21 772 | 21 361 | +1.9% |
| - | (259) | 53rd sales week in the U.S. | - | (259) | ||
| 5 806 | 5 536 | +4.9% | Organic revenue growth | 21 772 | 21 102 | +3.2% |
» Use of non-GAAP (Generally Accepted Accounting Principles) Financial Measures |
Delhaize Group uses certain non-GAAP measures in its financial communication. Delhaize Group does not consider these measures as alternative measures to net profit or other financial measures determined in accordance with IFRS. These measures as reported by Delhaize Group may differ from similarly titled measures used by other companies. We believe that these measures are important indicators of our business and are widely used by investors, analysts and other interested parties.
» Number of Stores |
| End of 2014 | End of Q3 2015 | Change Q4 2015 | End of 2015 | |
| United States | 1 361 | 1 291 | -3 | 1 288 |
| Belgium & Luxembourg | 880 | 887 | +1 | 888 |
| Greece | 308 | 335 | +6 | 341 |
| Romania | 410 | 437 | +34 | 471 |
| Serbia | 387 | 389 | +7 | 396 |
| Indonesia | 122 | 126 | +2 | 128 |
| Total | 3 468 | 3 465 | +47 | 3 512 |
» Basis of Preparation |
The information contained in this press release includes unaudited financial information that has been prepared using accounting policies in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and as adopted by the European Union, or EU.
» Delhaize Group |
Delhaize Group is a Belgian international food retailer present in seven countries on three continents. At the end of 2015, Delhaize Group’s sales network consisted of 3 512 stores. In 2015, Delhaize Group posted €24.4 billion ($27.1 billion) in revenues. In 2014, Delhaize Group posted €89 million ($118 million) in net profit (Group share). At the end of 2014, Delhaize Group employed approximately 150 000 people. Delhaize Group’s 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.
» Financial Calendar |
● Press release – 2015 fourth quarter and full year results | March 3, 2016 |
● Press release – 2016 first quarter results | April 27, 2016 |
● Press release – 2016 second quarter results | July 28, 2016 |
● Press release – 2016 third quarter results | October 27, 2016 |
» Contacts |
Investor Relations: +32 2 412 21 51
Media Relations: +32 2 412 86 69
Delhaize Group – Preliminary Revenue Report 2015 – January 22, 2016 | 4 of 6 |
DEFINITIONS
| · | Comparable store sales: sales from the same stores, including relocations and expansions, and adjusted for calendar effects |
| · | EBITDA: operating profit plus depreciation, amortization and impairment |
| · | Free cash flow: cash flow before financing activities, investment in/sales and maturity of debt securities, term deposits and derivative related collaterals |
| · | Organic revenue growth: sales growth, excluding sales from acquisitions and divestitures and from a 53rd week in the U.S., at identical currency exchange rates |
| · | Revenues: sale of goods to retail and wholesale customers and point of sale services to retail customers, net of sales taxes and value added taxes, and of discounts, allowances and incentives granted to those customers |
| · | Underlying operating profit: operating profit excluding fixed assets impairment charges, reorganization charges, store closing expenses, gains/losses on disposal of fixed assets and businesses and other items that management considers as not being representative of the Group’s operating performance of the period |
NO OFFER OR SOLICITATION
This communication is being made in connection with the proposed business combination transaction between Koninklijke Ahold N.V. also known as Royal Ahold (“Ahold”) and Delhaize Group (“Delhaize”). This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable Dutch, Belgian and other European regulations. This communication is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
The transaction will be submitted to the shareholders of Ahold and the shareholders of Delhaize for their consideration. In connection with the proposed transaction, Ahold will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 that will include a prospectus. The prospectus will be mailed to the holders of American Depositary Shares of Delhaize and holders of ordinary shares of Delhaize (other than holders of ordinary shares of Delhaize that are non-U.S. persons (as defined in the applicable rules of the SEC)). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AHOLD, DELHAIZE, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the prospectus and other documents filed with the SEC by Ahold and Delhaize through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the prospectus and other documents filed by Ahold with the SEC by contacting Ahold Investor Relations at investor.relations@ahold.com or by calling +31 88 659 5213, and will be able to obtain free copies of the prospectus and other documents filed by Delhaize by contacting Investor Relations Delhaize Group at Investor@delhaizegroup.com or by calling +32 2 412 2151.
Delhaize Group – Preliminary Revenue Report 2015 – January 22, 2016 | 5 of 6 |
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements, which do not refer to historical facts but refer to expectations based on management’s 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, 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’s 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; the ability to obtain the approval of the transaction by Delhaize’s and Ahold’s shareholders; the risk that the necessary regulatory approvals 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 transaction on the proposed terms and timeframe; the possibility that the transaction 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 transaction; Delhaize’s 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 transaction; the benefits from Delhaize’s plans and strategies being less than anticipated; the effect of the announcement or completion of the proposed transaction on the ability of Delhaize 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’s 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 may differ materially from those projected depending up on a variety of factors, including but not limited to changes in the general economy or the markets of Delhaize, 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’s most recent annual report on Form 20-F and other filings with the SEC. Neither Delhaize nor Ahold, nor any of their respective 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, such as economic projections and predictions or their impact on the financial condition, credit rating, financial profile, distribution policy or share buyback program of Delhaize, Ahold or the combined company, or the market for the shares of Delhaize, Ahold or the combined company. The actual performance, the success and the development over time of the business activities of Delhaize, Ahold and the combined company 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 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.
Delhaize Group – Preliminary Revenue Report 2015 – January 22, 2016 | 6 of 6 |
The following information was provided during a conference call held on January 22, 2016 discussing the fourth quarter and full year 2015 revenues and preliminary results of Delhaize Group:
Free Cash Flow generation (€ in Millions) 2015 Free Cash Flow evolution 64586 516 32 Merger related costs 25 Fine competition authority in Belgium Transformation Plan Operating Free Cash Flow Free Cash Flow Proceeds from Bottom Dollar Food 14 1
Confident for the future and contributing our operations in good shape to Ahold Delhaize U.S.Solid volume growth momentumInstilled virtuous circle of SG&A control and reinvestment in prices leading to volume growthFurther fine-tuning of Easy, Fresh & Affordable and roll-out to an additional market in 2016 BelgiumPainful part of implementation of Transformation Plan largely behind usGaining market shareSound basis to grow our profitability Southeastern EuropeWell positioned store concepts which allow us to further expand organically Free Cash Flow has proven resilientCombined operating FCF of €2.6bn over 2012- 2016 Proud to bring our operations with good momentum into a stronger and larger group as we complete the merger with Ahold mid-2016 2
The following information was provided during a conference call held on January 22, 2016 discussing the fourth quarter and full year 2015 revenues and preliminary results of Delhaize Group:
“The following chart on slide 9 provides you with a waterfall analysis of our cash flow generation at actual FX rates in 2015.
Our preliminary operating free cash flow stands at EUR645 million, which is EUR59 million above last year and close to EUR200 million above our communicated target of EUR450 million.
It is worth mentioning that this level of free cash flow was achieved despite our CapEx for 2015 being approximately EUR168 million higher than in 2014; mainly coming from additional stores being remodeled under the Easy, Fresh & Affordable initiative at Food Lion and with the support of the 20% strengthening of the US dollar versus the euro.
When taking into account a cash-out of EUR86 million for the transformation plan in Belgium, merger-related costs for EUR32 million, the EUR25 million fine with the Belgium competition authority and EUR14 million proceeds from the Bottom Dollar divestiture, our free cash flow for the year stands at EUR516 million.
I am now on slide 10 with a few closing remarks.
We are confident for the future, given the health of our operation in the three segments and the progress made on our different initiatives in 2015.
In the US our operations continue to show solid volume growth momentum and we are creating undisputable value for the virtuous circle of growth. As a result of disciplined control of our SG&A and the reinvestment of our savings into prices, we continue to grow volumes.
In 2016 we will further fine tune Easy, Fresh & Affordable at Food Lion and we will roll it out to an additional market.
In Belgium, while there is certainly still a lot to do to improve our store execution as we roll out the new store organization in all our integrated stores, the pain of the transformation plan implementation is now largely behind us. This should enable us to grow our profitability going forward.
2015 has been a year of strong growth for our South Eastern Europe operation and we expect our well-positioned store concepts to continue to successfully deliver in 2016.
Last, but not least, our free cash flow generation has again proven to be resilient in 2015. Over the last four years we have generated EUR2.6 billion of operating free cash flow with, as a result, our net debt coming down to only six months of EBITDA at the end of 2015.
Once needed approvals are obtained, we are proud to bring together our operation with good momentum into a stronger and larger Group as we complete the merger with Ahold mid-2016.”
NO OFFER OR SOLICITATION
This communication is being made in connection with the proposed business combination transaction between Koninklijke Ahold N.V. also known as Royal Ahold (“Ahold”) and Delhaize Group (“Delhaize”). This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable Dutch, Belgian and other European regulations. This communication is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
The transaction will be submitted to the shareholders of Ahold and the shareholders of Delhaize for their consideration. In connection with the proposed transaction, Ahold will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 that will include a prospectus. The prospectus will be mailed to the holders of American Depositary Shares of Delhaize and holders of ordinary shares of Delhaize (other than holders of ordinary shares of Delhaize that are non-U.S. persons (as defined in the applicable rules of the SEC)). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AHOLD,DELHAIZE, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the prospectus and other documents filed with the SEC by Ahold and Delhaize through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the prospectus and other documents filed by Ahold with the SEC by contacting Ahold Investor Relations at investor.relations@ahold.com or by calling +31 88 659 5213, and will be able to obtain free copies of the prospectus and other documents filed by Delhaize by contacting Investor Relations Delhaize Group at Investor@delhaizegroup.com or by calling +32 2 412 2151.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements, which do not refer to historical facts but refer to expectations based on management’s 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, 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’s 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; the ability to obtain the approval of the transaction by Delhaize’s and Ahold’s shareholders; the risk that the necessary regulatory approvals 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 transaction on the proposed terms and timeframe; the possibility that the transaction 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 transaction; Delhaize’s 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 transaction; the benefits from Delhaize’s plans and strategies being less than anticipated; the effect of the announcement or completion of the proposed transaction on the ability of Delhaize 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’s 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 may differ materially from those projected depending up on a variety of factors, including but not limited to changes in the general economy or the markets of Delhaize, 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’s most recent annual report on Form 20-F and other filings with the SEC. Neither Delhaize nor Ahold, nor any of their respective 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, such as economic projections and predictions or their impact on the financial condition, credit rating, financial profile, distribution policy or share buyback program of Delhaize, Ahold or the combined company, or the market for the shares of Delhaize, Ahold or the combined company. The actual performance, the success and the development over time of the business activities of Delhaize, Ahold and the combined company 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 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.