Thursday, May 20, 1999
Ahold Acquisition, Inc., a wholly-owned subsidiary of Royal Ahold, is extending the tender offer for the Preferred Stock of Supermarkets General Holdings Corporation ("SMGH") until 5:00 p.m., New York City time, on Friday, September 3, 1999. The offer had been scheduled to expire on Friday, May 21, 1999.
The offer has been made pursuant to an agreement under which Royal Ahold will acquire all of the outstanding shares of the capital stock of SMG-II Holdings Corporation ("SMG-II"). SMG-II controls the US supermarket company Pathmark Stores Inc.. Based upon information provided by Citibank N.A., as depositary for the offer, as of the close of business on May 17, 1999, approximately 1.1 million shares (22.4%) of the outstanding Preferred Stock have been tendered and not withdrawn.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regulatory approvals and at least 66 2/3% of the shares of Preferred Stock being tendered in the offer and not withdrawn. (It is standard practice that the majority of shares will not be tendered until the final two days of the offering period.)
Ahold Acquisition agreed to extend the tender offer in connection with a Memorandum of Understanding that has been entered into on May 19th . The Memorandum set forth an agreement in principle of all concerned parties to settle a purported stockholder class action lawsuit on behalf of the holders of the SMGH Preferred Stock that had been brought against SMGH, its directors, its parent company SMG-II and Ahold Acquisition. The action relates to the pending tender offer and the allocation of the total consideration to be paid in the transaction among the equity owners of SMGH and SMG-II.