Friday, August 27, 1999
Ahold today announced that its wholly-owned subsidiary Ahold Acquisition, Inc. is extending the tender offer for the preferred stock of Supermarkets General Holdings Corporation until 5:00 p.m., New York City time, on Friday, October 8, 1999 and is increasing the offer price for the preferred stock from $38.25 to $39.85 per share. The offer had been scheduled to expire on Friday, September 3, 1999.
The tender offer has been made pursuant to a merger agreement under which Royal Ahold will acquire all of the outstanding shares of SMG-II Holdings Corporation, the company which controls the US supermarket company Pathmark Stores, Inc. through Supermarkets General. The increase in the offer price for the Supermarkets General preferred stock is being made in connection with a Settlement Agreement reached in a stockholder class action lawsuit. The Settlement Agreement was approved by the Court of Chancery of the State of Delaware on July 22, 1999, and the period for appeal or review expired on August 23, 1999.
The merger agreement has been amended to reflect the increase in the offer price for the Supermarkets General preferred stock and to reduce the total amount of merger consideration to be paid by Ahold Acquisition to the holders of the capital stock of SMG-II. As a result, the overall consideration Ahold Acquisition will pay in connection with the Pathmark acquisition has not increased.
Based upon information provided by Citibank N.A., as depositary for the offer, as of the close of business on August 24, 1999, approximately 1.948 million shares (40%) of the outstanding Supermarkets General preferred stock have been tendered and not withdrawn. Completion of the tender offer is subject to a number of conditions, including obtaining necessary regulatory approvals and at least 66 2/3% of the shares of Supermarkets General preferred stock being tendered in the offer and not withdrawn. In the event that 66 2/3% of the Supermarkets General preferred stock is not tendered, SMG-II has agreed to cause its subsidiary to sell to Ahold Acquisition all of the outstanding shares of Pathmark for the same purchase price.