Report of Foreign Issuer (6-k)

 

 

 

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)

(Koninklijke Ahold Delhaize N.V. as successor by merger to 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 registrant’s name into English)*

 

 

c/o Koninklijke Ahold Delhaize N.V.

Provincialeweg 11

1506 MA Zaandam

The Netherlands

(Address of principal executive offices)

 

 

 

*	The registrant’s charter (articles of association) specifies the registrant’s 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 completion July 23, 2016

DELHAIZE GROUP AND AHOLD COMPLETE MERGER AFTER RECEIVING CLEARANCE

FROM THE U.S. FEDERAL TRADE COMMISSION

Brussels, Belgium, July 23, 2016 – Delhaize Group and Ahold have received regulatory clearance for their merger from the United States Federal Trade Commission (FTC). The companies subsequently completed the merger with the signing of the merger deed by Delhaize Group CEO Frans Muller and Ahold CEO Dick Boer today.

Mats Jansson, Chairman of Delhaize Group said: “Today is an historic day, as we are now really bringing together these two great companies, creating an even stronger international food retailer. We are completing this international transaction with great momentum and a high level of readiness.”

Frans Muller, Delhaize Group CEO said: “We are pleased to complete our merger with Ahold today. I would like to thank our associates for all their work and dedication. The moment to merge has never been more right, and we are confident that we will deliver even more for customers, communities and investors.”

The merger will become effective on Sunday, July 24, 2016 at 00:01 a.m. CET. Ahold Delhaize shares will start trading on Euronext Amsterdam and Euronext Brussels on Monday, July 25 with ticker symbol AD. Ahold Delhaize American Depositary Receipts (ADRs) will trade over-the-counter in the United States and will be quoted on the OTCQX International marketplace.

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. At the end of the second quarter of 2016, Delhaize Group’s sales network consisted of 3 556 stores. In 2015, Delhaize Group recorded €24.4 billion ($27.1 billion) in revenues and €366 million ($407 million) in net profit (Group share). At the end of 2015, Delhaize Group employed approximately 154 000 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 [e-mail] .

» Contacts

Investor Relations: + 32 2 412 2151

Media Relations: + 32 2 412 8669

 

 

 

Delhaize Group – Merger completion – July 23, 2016			1 of 2

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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 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 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 Group’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: in the context of the merger with Koninklijke Ahold N.V., also known as Royal Ahold, 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 merger; Delhaize Group’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 merger with Royal Ahold; the benefits from Delhaize Group’s plans and strategies being less than anticipated; the effect of the announcement or completion of the 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 Group’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 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 Group’s 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.

 

 

 

Delhaize Group – Merger completion – July 23, 2016			2 of 2

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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, thereunto duly authorized.

 

				KONINKLIJKE AHOLD DELHAIZE N.V. , as successor by merger to Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize)
Date: July 25, 2016				By:		/s/ Jeff Carr
						Jeff Carr
						Chief Financial Officer