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Albertsons and Safeway Inc complete proposed merger

Jan. 30, 2015

AB Acquisition LLC and Safeway Inc have completed their proposed merger. Under terms of the merger agreement first approved in March 2014, AB Acquisition LLC, the owner of Albertson’s LLC and New Albertson’s Inc (collectively Albertsons), will acquire all outstanding shares of Safeway.

AB Acquisition LLC and Safeway Inc have completed their proposed merger. Under terms of the merger agreement first announced and unanimously approved by Safeway’s board of directors in March 2014, AB Acquisition LLC, the owner of Albertson’s LLC and New Albertson’s Inc (collectively Albertsons), will acquire all outstanding shares of Safeway.

An investor group led by Cerberus Capital Management LP controls AB Acquisition. The group also includes Kimco Realty Corporation, Klaff Realty LP, Lubert-Adler Partners LP, and Schottenstein Stores Corp. Safeway shareholders will receive $34.92 per share in cash. In addition, shareholders will receive contingent value rights entitling them to pro rata proceeds relating to deferred consideration from the sale of Property Development Centers (PDC) and any proceeds from the sale of Safeway’s 49% interest in Casa Ley. In April 2014, Safeway stockholders received a distribution of stock in Safeway’s former Blackhawk Network Holdings Inc subsidiary valued at about $4.02 per Safeway share at the time of distribution. As a result of the completion of the merger, common stock of Safeway will no longer be listed for trading on the New York Stock Exchange or any other securities exchange.

Robert Edwards, Safeway president and chief executive officer, becomes president and CEO of the newly combined company, effective immediately. As previously announced, Bob Miller, current Albertsons CEO, will become executive chairman. The merger will create a diversified network that includes 2,230 stores, 27 distribution facilities, and 19 manufacturing plants with more than 250,000 employees across 34 states and the District of Columbia. The new company will consist of three regions and 14 retail divisions, supported by corporate offices in Boise ID, Pleasanton CA, and Phoenix AZ. Banners will include Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Albertsons, ACME, Jewel-Osco, Lucky, Shaw’s, Star Market, Super Saver, United Supermarkets, Market Street, and Amigos. In December 2014, the companies announced the sale of 168 stores to four separate buyers, as divestitures required in order to secure US Federal Trade Commission approval of the transaction. Access www.Safeway.com or www.Albertsons.com for more information.