Filed by SUPERVALU INC.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: SUPERVALU INC., File #1-5418
FOR IMMEDIATE RELEASE
HSR WAITING PERIODS EXPIRE IN SUPERVALU/ALBERTSONS TRANSACTION
SUPERVALU Launches Series of Investor Meetings
MINNEAPOLIS, MARCH 14, 2006 -- SUPERVALU (NYSE:SVU) today announced the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, applicable to SUPERVALU's previously announced
proposed acquisition of Albertson's (NYSE: ABS) premier grocery operations,
including Acme Markets, Bristol Farms, Jewel-Osco, Shaw's Supermarkets, Star
Markets, and Albertsons banner stores in the Intermountain, Northwest and
Southern California regions and related in-store pharmacies under the Osco and
Sav-on banners. The HSR waiting periods applicable to acquisitions of the
remaining Albertsons businesses by CVS (NYSE:CVS) and an investment group led by
Cerberus Capital Management, L.P., including Kimco Realty, Schottenstein Stores
Corp., Lubert-Adler Partners and Klaff Realty, have also expired. The expiration
of these waiting periods satisfies a closing condition of the transaction.
SUPERVALU also announced today that it will conduct a series of meetings in
several U.S. cities during the period March 14, 2006, through March 17, 2006.
Jeffrey Noddle, chairman and chief executive officer of SUPERVALU, and Pamela
Knous, executive vice president and chief financial officer of SUPERVALU, will
present at each of the events. "I am excited and look forward to detailing the
strong benefits from this proposed combination for the investment community,"
said Noddle. "We believe that this merger creates tremendous value for both
SUPERVALU and Albertsons shareholders, as the combination results in a retail
powerhouse with strong market positions, tremendous brand equities, significant
size and scale, and a solid financial platform."
In conjunction with the investor meetings, the Company will present at the Bank
of America 2006 Consumer Conference on Wednesday, March 15, 2006, at 9:40 a.m.
Eastern. A live webcast of this event will be available at the Company's website
at www.supervalu.com. To access the webcast, select the "Presentations/Webcasts"
page within the "Financial Information" section of the Company's website. The
slide presentation for the conference as well as the other investor meetings
will be available on the Company's website.
Celebrating its 135th year of fresh thinking, SUPERVALU INC., a Fortune 500
company, is one of the largest companies in the United States grocery channel.
With annual revenues of approximately $20 billion, SUPERVALU holds leading
market share
positions across the U.S. with its 1,381 retail grocery locations, including
licensed Save-A-Lot locations. With its Save-A-Lot format, the company holds the
number one market position in the extreme value grocery retail sector. Through
SUPERVALU's geographically diverse supply chain network, the company provides
distribution and related logistics support services to grocery retailers across
the nation. In addition, SUPERVALU's third-party logistics business provides
end-to-end supply chain management solutions that deliver value for
manufacturers, consumer products retailers and food service customers. SUPERVALU
currently has approximately 50,000 employees. For more information about
SUPERVALU visit http://www.supervalu.com.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical and factual information contained herein, the matters
set forth in this filing, including statements as to the expected benefits of
the acquisition such as efficiencies, cost savings, market profile and financial
strength, and the competitive ability and position of the combined company, and
other statements identified by words such as "estimates," "expects," "projects,"
"plans," and similar expressions are forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including
required approvals by SUPERVALU and Albertsons stockholders and regulatory
agencies, the possibility that the anticipated benefits from the acquisition
cannot be fully realized or may take longer to realize than expected, the
possibility that costs or difficulties related to the integration of Albertsons
operations into SUPERVALU will be greater than expected, the impact of
competition and other risk factors relating to our industry as detailed from
time to time in each of SUPERVALU's and Albertsons reports filed with the SEC.
You should not place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. Unless legally required,
SUPERVALU undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION
SUPERVALU and Albertsons have filed a preliminary joint proxy
statement/prospectus with the Securities and Exchange Commission (SEC).
INVESTORS ARE URGED TO
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the
definitive joint proxy statement/prospectus (when available), as well as other
filings containing information about SUPERVALU and Albertson's, free of charge,
at the website maintained by the SEC at www.sec.gov. Copies of the definitive
joint proxy statement/prospectus and the filings with the SEC that will be
incorporated by reference in the definitive joint proxy statement/prospectus can
also be obtained, free of charge, by directing a request to SUPERVALU INC.,
11840 Valley View Road, Eden Prairie, Minnesota, 55344, Attention: Corporate
Secretary, or to Albertson's, Inc., 250 East Parkcenter Boulevard, Boise, Idaho,
83706-3940, Attention: Corporate Secretary. The respective directors and
executive officers of SUPERVALU and Albertson's and other persons may be deemed
to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding SUPERVALU's directors and executive officers
is available in its proxy statement filed with the SEC by SUPERVALU on May 12,
2005, and information regarding Albertson's directors and executive officers is
available in its proxy statement filed with the SEC by Albertson's on May 6,
2005. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or
otherwise, will be contained the definitive joint proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become available.
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CONTACTS:
Investors:
Yolanda Scharton
Vice President, Corporate Communications & Investor Relations
952 828 4540
Yolanda.scharton@supervalu.com
David Heinsch
Investor/Analyst Relations
952 828 4225
Dave.heinsch@supervalu.com
Media:
Haley Meyer
952 828 4786
Haley.meyer@supervalu.com