On March 14, shareholders of Ahold and Delhaize officially approved the merger of the two large European grocery chains setting the stage for a mid-year closing of the deal which was first announced on June 24, 2015.
Additionally, at its U.S, holdings, both chains are reportedly offering a combined 84 stores for sale in the Baltimore-Washington, Eastern Shore, Richmond (Central Virginia), Southern Pennsylvania, West Virginia, Lower Hudson Valley and Greater Boston markets. Those stores would seemingly represent an overlap issue for the Federal Trade Commission (FTC) which has yet to make its divestiture list public before we went to press. See the store list below.
Forty-three of those stores are non-union Food Lion units and nine of the stores on the reported selling block currently trade as Giant Food/Landover, which is unionized. An additional nine Massachusetts stores (both Hannaford and Stop & Shop banners) and two Stop & Shop supermarkets that are located in the Lower Hudson Valley region of New York are on the list.
Moreover, the companies have apparently decided to sell 19 Martin’s units in the Richmond area and will keep about 45 Food Lion stores open in that market, essentially pulling the plug on the former Ukrop’s stores it acquired in 2010 for $140 million.
Martin’s late last year announced that it would be closing three stores this summer due – 3300 S. Crater Road, Petersburg, VA; 7324 Bell Creek Road, Mechanicsville; and 3000 Stony Point Road, Richmond – due to upcoming lease expirations at those locations. Both Martin’s and Food Lion’s shares of market have been declining in recent years, due in part to the explosive growth occurring in what already was an overstored market.
At Ahold’s Extraordinary General Meeting (EGM) shareholders overwhelmingly approved the company’s proposal to merge with Delhaize Group, which the retailer said would create an even stronger, more diverse and more innovative retail leader for customers, associates and local communities. The meeting was attended by 129 shareholders, representing approximately 869 million shares.
In a separate meeting in Brussels, Delhaize shareholders also voted in favor of the proposed merger and all related resolutions.
Ahold chairman Jan Hommen said: “We deeply appreciate the overwhelming support of our shareholders, as well as their confidence in the future of Ahold Delhaize. This is a critical milestone in the completion of our proposed merger, which will create an even stronger international food retailer for all stakeholders.”
“We are excited to receive this overwhelming support from our shareholders for this merger and all other related resolutions, Today’s vote underscores their clear appreciation of the strategic rationale for the combination of our two companies, which will create a stronger and more innovative food retail company, with enhanced scale and increased relevance in local communities. We are moving one step closer to the completion of this merger process, which is expected to take place mid-2016,” Delhaize chairman Mats Jansson said in a statement.
At completion of the merger, Delhaize shareholders will receive 4.75 Ahold ordinary shares for each Delhaize ordinary share. Delhaize said its shareholders approved the merger by approximately 96.2 percent of the votes cast. Shareholders of Ahold also approved the appointments of members of the future Ahold Delhaize management board and the supervisory board, which will take effect when the merger is completed. A proposed capital repayment and reverse stock split to return approximately 1 billion euros to shareholders, prior to completion of the intended merger, was also among the items adopted at the Ahold EGM.
Two items on the original agenda for Ahold’s EGM were changed – with item number five being scrubbed and item number eight being delayed until Ahold’s Annual General Meeting (AGM) which will be held in Amsterdam on April 19.
Item number 5 called for amending and extending the existing option agreement with Stichting Ahold Continuïteit (SAC), a Dutch foundation that works to safeguard the interests of Ahold and its shareholders.
The decision to withdraw this item from the EGM agenda follows feedback from investors that there is no direct relation to the merger. Ahold said there is also no pressing need to have this amendment implemented on short notice as the current SAC option agreement continues through 2018.
]Item number eight was more relevant – a remuneration policy for the Ahold Delhaize management board upon completion of the intended merger. This proposal included a one-time retention and recognition incentive award that the members of the management board would be eligible to earn in stock if they meet performance targets related to the implementation of the merger. However, the supervisory board of Ahold and the board of directors of Delhaize Group did not feel that this element of the remuneration proposal had the same broad base of support that investors and other stakeholders have expressed for the merger overall. As a result, it will not be considered at the upcoming EGM, and Ahold will instead submit the remuneration policy without this award for consideration at its AGM on April 19.
The proposed share incentives, the companies said, “are a reflection of the critical role of each executive in the business and were put in place to ensure a successful completion and integration that will benefit both companies. The executives being awarded these incentives are essentially performing two roles: ensuring the business continues to deliver results, while also leading complex integration workstreams.”
Potentially Overlapping Stores For Sale:
Food Lion
- 17232 Village Main Blvd Lewes, DE
- 24832 John Williams Hwy Millsboro, DE
- 36731 Old Mill Rd. Millville, DE
- 19287 Miller Rd Rehoboth Beach, DE
- 409 N. McNeill Rd. Berryville, MD
- 45315 Alton Lane California, MD
- 20995 Point Lookout Callaway, MD
- 5896 Robert Oliver Place Columbia, MD
- 15300 McMullen Hwy., SW Cumberland, MD
- 219 Marlboro Ave. Easton, MD
- 3261 Solomons Island Rd. Edgewater, MD
- 6551 Waterloo Rd. Elkridge, MD
- 6375 Monroe Ave Eldersburg, MD
- 17600 Old National Sq Pike Frostburg, MD
- 16567 S. Frederick Rd Gaithersburg, MD
- 883 Russell Ave Gaithersburg, MD
- 18360 College Rd. Hagerstown, MD
- 18717 North Pointe Dr. Hagerstown, MD
- 17718 Virginia Ave. Hagerstown, MD
- 761 E. Wilson Blvd Hagerstown, MD
- 19 St Mary’s Sq. Lexington Park, MD
- 210 Harry Truman Rd Lusby, MD
- 12100 Central Ave Mitchellville, MD
- 9251 Lakeside Blvd. Owings Mills, MD
- 750 Pr Frederick Blvd Prince Frederick, MD
- 10 Village Center Rd. Reisterstown, MD
- 5715 Crain Hwy Upper Marlboro, MD
- 875 Lincoln Way West Chambersburg, PA
- 4170 Philadelphia Ave. Chambersburg, PA
- 11105 Buchanan Trail Waynesboro, PA
- 3611 E. Market St. York, PA
- 505 Meadowbrook SC Culpeper, VA
- 540 Culpeper Town Mall Culpeper, VA
- 260 Remount Rd. Front Royal, VA
- 609 E. Main St. Purcellville, VA
- 380 Fairfax Pike Stephens City, VA
- 707 Fort Collier Rd Winchester, VA
- 2600 Valley Ave. Winchester, VA
- 249 Sunnyside Plaza Circle Winchester, VA
- 190 Delco Plaza Winchester, VA
- 159 Grocery Ave Winchester, VA
- 1317 Old Courthouse Sq Martinsburg, WV
- 11400 Winchester Ave. Martinsburg, WV
Giant/Landover
- 7025 Berry Rd. Accokeek, MD
- 200 Rosewick Rd. La Plata, MD
- 751 S. Salisbury Blvd. Salisbury, MD
- 550 Celebration V Pkwy Fredericksburg, VA
- 5701 Plank Rd Fredericksburg, VA
- 1245 Jefferson Davis Fredericksburg, VA
- 35 Town & Country Dr. Fredericksburg, VA
- 10346 Courthouse Rd. Spotsylvania, VA
- 317 Worth Rd. Stafford, VA
Hannaford
- 25 Robert Dr. Easton, MA
- 2 Timpany Blvd. Gardner, MA
- 182 Summer St. Kingston, MA
- Medway Rd. Milford, MA
- 475 Hancock St. North Quincy, MA
- 10 Washington St. Norwell, MA
- 434 Walpole St. Norwood, MA
- 357 Broadway Saugus, MA
Martin’s
- 253 N. Washington Hwy Ashland, VA
- 12601 Jefferson Davis Hwy Chester, VA
- 6401 Centralia Rd. Chesterfield, VA
- 3107 Boulevard #15 Colonial Heights, VA
- 40150 Brooke Rd Glen Allen, VA
- 9645 W. Broad Glen Allen, VA
- 10250 Staple Mill Rd Glen Allen, VA
- 13700 Hull Street Rd. Midlothian, VA
- 200 Charter Colony Pkwy Midlothian, VA
- 1522 West Cary St. Richmond, VA
- 10001 Hull St. Rd. Richmond, VA
- 3460 Pump Rd Richmond, VA
- 2250 John Rolfe Pkwy Richmond, VA
- 7045 Forest Hill Ave Richmond, VA
- 5700 Brook Rd Richmond, VA
- 7055 Three Chopt Richmond, VA
- 11361 Midlothian Tpke Richmond, VA
- 4591 South Laburnum Ave Richmond, VA
- 5201 Chippenham Crossing Ctr. Richmond, VA
- 1015 Richmond Ave. Staunton, VA
Stop & Shop
- 384 Timpany Blvd. Gardner, MA
- 271 Main St. New Paltz, NY
- 1357 US Highway 9 Wappingers Falls, NY
- 6726 Route 9 Rhinebeck, NY