ZAANDAM, The Netherlands, Aug. 26, 2002 (PRIMEZONE) -- Ahold (NYSE:AHO), the international food retailer and foodservice operator, today announced its intention to commence on Tuesday, September 3, 2002, tender offers for any and all of the outstanding shares of common stock ("Shares") and American Depositary Shares ("ADSs") of Chilean supermarket company Santa Isabel S.A. not already owned by it.
The tender offers will be made through Ahold's wholly owned subsidiaries, Gestion, Rentas e Inversiones Apoquindo Limitada ("GRIAL") and Disco Ahold International Holdings N.V. ("DAIH"). GRIAL will make a tender offer in Chile for Shares but not ADSs. DAIH will make a concurrent tender offer in the United States for Shares held by U.S. holders and for ADSs. Each ADS represents fifteen Santa Isabel Shares. The U.S. offer will be made on substantially the same terms as the Chilean offer. Ahold currently owns 69.7% (411,548,180 of the outstanding shares) of Santa Isabel.
In the Chilean offer, GRIAL will offer Chilean pesos 190 per Share, a premium of approximately 22.6% over the closing price of Chilean pesos 155 per Share on the Santiago Stock Exchange on August 23, 2002 and a premium of 38.8% and 53.9% over the average of the closing prices of the Shares on the days that the Shares traded, as reported by the Santiago Stock Exchange, for the 30 and 60 day periods, respectively, ending on August 23, 2002. In the U.S. offer, DAIH will offer Chilean pesos 190 per Share and Chilean pesos 2,850 per ADS, in each case payable in United States dollars based upon the Observed Exchange Rate as published in the Official Gazette in Chile at the time of payment. Based on the Observed Exchange Rate on August 23, 2002, each ADS accepted for purchase would be purchased for approximately USD 4.04, a premium of approximately 32.5% over the closing price per ADS of USD 3.05 on the New York Stock Exchange on August 23, 2002 and a premium of approximately 44.6% and 55.6% over the average of the closing prices of the ADSs on the days that the ADSs traded, as reported by the New York Stock Exchange, during the 30 and 60 day periods, respectively, ending on August 23, 2002.
The tender offers will commence on Tuesday, September 3, 2002 and are expected to expire on Thursday, October 3, 2002, unless otherwise extended.
Santa Isabel's Shares are traded on the Santiago Stock Exchange, the Chilean Electronic Stock Exchange and the Valparaiso Stock Exchange and Santa Isabel's ADSs are traded on the New York Stock Exchange. Once the tender offers are completed, Ahold intends to cause the Shares and ADSs to be delisted from all exchanges.
DAIH operates over 350 supermarkets in four Latin American countries: Argentina, Chile, Peru and Paraguay. Ahold has a 69.7% stake in 117 Santa Isabel supermarkets in Chile (76), Peru (30) and Paraguay (11) with 2001 sales of approximately Euro 771 million. In addition, Ahold wholly owns 236 Disco S.A. supermarkets in Argentina with 2001 sales of approximately Euro 2.1 billion.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares or ADSs of Santa Isabel. The tender offers described in this press release have not commenced yet. At the time the tender offers are commenced, (a) Disco Ahold International Holdings will file a tender offer statement (including an offer to purchase, a form of acceptance, an ADS letter of transmittal, an ADS notice of guaranteed delivery and related tender offer documents) with the U.S. securities and exchange commission (the "SEC") with respect to the U.S. offer and (b) Grial will publish an announcement in the Chilean press and file a prospectus (including an offer to purchase, a form af acceptance and related tender offer documents) with the Chilean Superintendency of Securities and Insurance (the "SVS") with respect to the Chilean offer. All holders of shares of Santa Isabel and all holders of ADSs of Santa Isabel are strongly advised to read the tender offer statement, which will be filed with the SEC, and the prospectus, which will be filed with the SVS. The tender offer statement and the prospectus will contain important information which should be read carefully before any decision is made with respect to the tender offers. These documents will be made available to all holders of shares of Santa Isabel and all holders of ADSs of Santa Isabel, at no expense to them. The tender offer statement will also be available at no charge at the SEC's Public Reference Facilities located at 450 Fifth Street, N.W., Washington, D.C. 20549.
This press release contains "forward-looking" statements. Those forwardlooking statements include, but are not limited to, statements as to the expected timing and terms of proposed transactions and expectations as to the completion of proposed transactions. Those forwardlooking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in those forwardlooking statements. Such factors include, but are not limited to, the effect of general economic conditions, changes in interest rates in the countries in which Ahold operates, particularly in Latin America, the behavior of other market participants and the actions of government regulators. Fluctuations in exchange rates between the Euro and the other currencies in which Ahold's assets, liabilities or results are denominated, in particular the U.S. dollar and the Chilean peso, can also influence the actual results as can other factors discussed in Ahold's public filings. Many of these factors are beyond Ahold's ability to control or estimate precisely. Readers are cautioned not to place undue reliance on such forwardlooking statements, which only speak as of the date of this press release. For a more detailed discussion of such risks and other factors, see Ahold's Annual Report on Form 20F for its most recent fiscal year. Ahold does not undertake any obligation to release publicly any revisions to those forwardlooking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Outside The Netherlands Koninklijke Ahold N.V., which is its registered name, presents itself under the name of "Royal Ahold" or simply "Ahold."