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8-K - FORM 8-K - SAFEWAY INC | d689318d8k.htm |
EX-99.3 - EX-99.3 - SAFEWAY INC | d689318dex993.htm |
EX-99.1 - EX-99.1 - SAFEWAY INC | d689318dex991.htm |
Exhibit 99.2
Announces Definitive Merger Agreement with Albertsons
Safeway Provides Estimated $40 Per Share in Total Value to Safeway Shareholders
March 6, 2014
Safe Harbor Language
This presentation contains certain forward-looking statements about the future performance of Safeway, including about the combined Safeway/Albertsons business (the Combined Entity). These statements are based on managements assumptions and beliefs in light of the information currently available to it. These statements are indicated by words such as expects, will, plans, intends, committed to, estimates and is. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither Safeway nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond Safeways control. These factors include: failure to obtain shareholder approval of the proposed merger; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; failure to consummate or delay in consummating the transaction for other reasons; changes in laws or regulations; and changes in general economic conditions. Among other things, the Combined Entitys ability to achieve estimated price reductions from the transaction, as well as the timing of such reductions, will depend on the Combined Entitys ability to integrate its businesses in a timely fashion, including realizing synergies anticipated by reduction of duplicative systems and processes. There is no assurance that any payments will be made with respect to the sales of PDC and/or Casa Ley, including with respect to the CVRs after the closing of the Acquisition. The right to receive any future payments with respect to the sales of PDC and/or Casa Ley, including with respect to the CVRs after the Closing of the Acquisition, will be contingent on a number of factors, including Safeways ability to sell all or a portion of PDC and/or Casa Ley, and the amount of after-tax net proceeds realized. If Safeway is unable to sell PDC prior to the second anniversary of the closing of the Acquisition, no payment will be made to Safeway shareholders with respect to PDC and the CVRs will expire valueless. If Safeway is unable to sell Casa Ley prior to the fourth anniversary of the Acquisition, Safeway shareholders will be entitled to receive the fair market value of Safeways interest in Casa Ley at that time. There can be no assurance as to the value of PDC and/or Casa Ley or that Safeway shareholders will receive the amount of after-tax net proceeds estimated in this press release, or any amount. Safeway undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information please refer to Safeways most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.
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Agenda
Overview of Merger
Estimated $40 Per Share Provides Significant Premium to SWY Shareholders:
Value from Sales of PDC and Casa Ley
Value from Distribution of Blackhawk Shares
Rationale for Merger
Closing Conditions
Summary
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Todays Merger Announcement
Safeway and Albertsons will combine via acquisition of Safeway shares (NYSE:SWY) by AB Acquisition LLC
AB Acquisition owns Albertsons, and also operates other banners such as ACME, Jewel-Osco, Shaws and Star Market
Cerberus-led investor group owns AB Acquisition
Current Albertsons CEO Bob Miller to become
Executive Chairman of combined company
Current Safeway President and CEO Robert Edwards to become President and CEO of combined company
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SWY Stockholders to Receive An Estimated $40 Per Share For Merger and Blackhawk Distribution
$32.50 Cash consideration for merger
Mid-point of estimated net after-tax proceeds from
sales of primarily non-core assets, PDC and Casa
$3.65 Ley, either paid in cash by closing or through
Contingent Value Rights post-closing
Estimated value of Blackhawk (NASDAQ: HAWK)
shares distributed in the previously announced
$3.95 spin-off, which is independent of the Merger
*In addition, step-up in tax basis equal to ~$0.70 per Safeway
share (or ~$4.50 per HAWK share)
$40.10 TOTAL ESTIMATED VALUE PER SHARE
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Premium Paid to SWY Shareholders
Estimated total value of $40 per share for the combined transactions
Significant premium over SWYs closing share prices:
+17% over $34.10 on February 18, 2014, the day prior to announcement of sale discussions
+56% over $25.62 six months ago, on September 6, 2013
+72% over $23.27 one year ago, on March 6, 2013
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Value From Sales of PDC and Casa Ley
After-tax sales proceeds estimated at $3.65 per SWY share
If PDC and/or Casa Ley are sold before closing the merger, then shareholders will receive a cash dividend (net of corporate taxes and sale expenses)
If PDC and/or Casa Ley are not sold before closing, then shareholders will have the right to receive net after-tax proceeds through Contingent Value Rights (CVRs):
PDC CVR expires two years after issuance
Casa Ley CVR expires four years after issuance; stockholders to be paid fair market value if not sold by then
CVRs are non-transferable and non-tradable and only for the Safeway stockholders of record at closing of the merger
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Value From Distribution of Blackhawk Shares
Independent of Acquisition
Announced plan on February 19th to distribute 37.8M shares pro rata to SWY stockholders*
Distribution expected to be completed in mid-April; SWY shares to trade ex-HAWK after distribution
Current value estimated at $3.95 per SWY share; expected to be taxable distribution if Merger is completed. Corporate taxes are to be paid by AB Acquisition with no reduction in consideration paid to SWY shareholders
In addition, the present value of potential long-term cash tax benefits to HAWK of $30M p.a. or ~$0.70 per SWY share (or ~$4.50 per HAWK share)
Provides value to shareholders of both SWY and HAWK
*Approx. 235M diluted shares outstanding on March 5, 2014.
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Rationale for Merger
Delivers attractive value to Safeway shareholders
Improves ability to respond to increasing competition and consumers changing needs
Customers benefit from synergies and stronger management team
Lower prices
Better assortment to meet local needs
Improved shopping experience
Combines resources to produce powerful network
2,400 stores in 34 states and the District of Columbia
Over 250,000 employees
27 distribution facilities, 20 manufacturing plants
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Merger Closing Conditions
SWY Board unanimously approved this transaction
Closing of the Merger is expected in Q4 2014
Stockholder approval required; expected in Q3 2014
Regulatory approvals required
Go-shop period of 21 days; additional 15-day negotiation period allowed if bona fide offer received in the go-shop period
Break up fees of $150M to $250M paid to AB Acquisition depending on timing of a successful superior proposal
Reverse break up fees of $400M if AB Acquisition fails to close the transaction under certain circumstances
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Summary
Merger provides attractive value for Safeway shareholders
Combined transactions deliver a significant premium to Safeway shareholders
Merger allows us to compete more effectively and efficiently in dynamic food retail environment
Merger benefits customers through synergies and a stronger management team
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Appendix
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Safeway Inc. Map
Northwest
(incl. Carrs)
314
Northern Eastern
California Denver 125
266 133
Southern Phoenix
California/ 115
Vons Randalls
274 Casa Ley Tom Thumb
108
Stores 1,335
Distribution Facilities 13
Manufacturing Plants 20
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ABS & NAI Operations Map
Combined organization comprised of 1,075 stores and 14 DCs
60
Northwest 3 22
30 1 Shaws
Portland 1 Intermountain 19
41 28 Wells
29 Methuen
Boise 78
1 10 8 RI
181 Melrose Acme
32 Salt Lake 1 45 48 NJ
175 4 Lancaster
3
SoCal 20 Jewel-Osco
Las Vegas 2 12 DE
1
Brea Southwest Ponca
Irvine
41 United City
29 1
Division February 2014 DCs Phoenix 51
Lubbock Roanoke
SoCal 181 2
8 19
Intermountain 95 2 Southern
Northwest 104 1
62
Southern 86 1
4
Southwest 113 2
United 51 2 Distribution Centers
Total ABS LLC 630 10
Jewel 180 1
Shaws 155 2
ACME 110 1
Total NAI 445 4
Total 1075 14
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Property Development Centers (PDC)
Focused on developing retail shopping centers with Safeway as the anchor store
Investments are concentrated in Safeways core urban/suburban markets
Proven track record with strong competitive advantages; 25 current properties
Provided pre-tax income of $44M and sale proceeds of $163M in 2013
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Casa Ley
200 food and general merchandise stores in western Mexico
Private; family-owned and operated
Safeways 49% minority investment made in 1981
Portion of earnings in Other Income; $17.6M in 2013 and $63M over last four years
Dividends paid periodically; $4M for 2013 and $16M over last four years
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Important Notice
Additional Information About the Merger and Where to Find it
This communication does not constitute a solicitation of materials of any vote or approval in respect of the proposed merger transaction involving Safeway or otherwise. In connection with the proposed merger, a special stockholder meeting will be announced soon to obtain stockholder approval. In connection with the merger, Safeway intends to file relevant materials, including a proxy statement, with the Securities and Exchange Commission. Investors and security holders of Safeway are urged to read the definitive proxy statement and other relevant materials when they become available because they will contain important information about Safeway, Albertsons and the proposed transaction. The proxy statement and other relevant materials (when they become available), and any other documents filed by Safeway with the Securities and Exchange Commission, may be obtained free of charge at the SECs website at www.sec.gov, at Safeways website at www.Safeway.com or by sending a written request to Safeway at 5918 Stoneridge Mall Road, Pleasanton, California 94588, Attention: Investor Relations.
Participants in the Solicitation
Safeway and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from the stockholders of Safeway in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Safeways stockholders in connection with the proposed transaction and their ownership of Safeways common stock will be set forth in Safeways proxy statement for its special meeting. Investors can find more information about Safeways executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 28, 2013 and in its definitive proxy statement filed with the SEC on Schedule 14A on April 1, 2013.
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SAFEWAY