Safeway Inc. Announces Final Distribution Ratio for Special Stock
Dividend to Stockholders
PLEASANTON, CA--(Marketwired - Apr 8, 2014) - Safeway Inc.
(NYSE: SWY) today announced the final distribution ratio for the
previously announced special stock dividend to its stockholders of
all of the shares of Class B common stock of Blackhawk Network
Holdings, Inc. (NASDAQ: HAWK) held by Safeway (the
"Distribution"). Safeway stockholders will receive 0.164291 of
a share of Blackhawk Class B common stock for every share of
Safeway common stock held as of the close of business on April 3,
2014 (the "Record Date").
The Distribution will be made on April 14, 2014 (the
"Distribution Date") in the form of a pro rata distribution of all
of the 37,838,709 shares of Class B common stock of Blackhawk owned
by Safeway to all Safeway stockholders of record on the Record
Date. No fractional shares of Blackhawk Class B common stock will
be distributed. Instead, Safeway stockholders will receive
cash in lieu of any fraction of a share of Blackhawk Class B common
stock that they otherwise would have received.
Information Regarding the Distribution
No vote or action of Safeway stockholders is required in
connection with the Distribution. Shortly following the
Distribution, Safeway stockholders of record on the Record Date
will receive Direct Registration System ("DRS") statements by mail
from Wells Fargo Shareowner Services, a division of Wells Fargo
Bank, N.A. ("Wells Fargo"), the transfer agent for Blackhawk,
reflecting their ownership interest in shares of Blackhawk Class B
common stock. The DRS statements will be transmitted by Wells
Fargo, and amounts payable for cash in lieu of any fraction of a
share of Blackhawk Class B common stock will be transmitted by
Computershare Shareholder Services ("Computershare"), the
distribution agent for the special stock dividend.
For additional information, registered stockholders in the
United States and Canada should contact Computershare at 1 (877)
498-8861 or 1 (781) 575-2879 from outside the United States and
Canada. Wells Fargo may be reached at 1 (800) 242-0813 or 1
(651) 450-4064 from outside the United States.
Safeway stockholders who hold their shares through brokers or
other nominees will have their shares of Blackhawk Class B common
stock credited to their accounts by their nominees or brokers.
Please note, however, that Computershare will have information
regarding only Safeway stockholders of record. Beneficial
stockholders who hold their Safeway shares through an institution
such as a brokerage firm, bank or other institution, should contact
the broker, bank or other institution where they maintain their
account regarding the pending Distribution.
An information statement describing the distribution is being
mailed to Safeway stockholders. The information statement will also
be available under the Investor Relations tab on Safeway's website
at www.safeway.com/investor_relations and on Blackhawk's website at
www.blackhawknetwork.com.
Trading in Shares of Safeway Common Stock Between the Record
Date and the Distribution Date
From the Record Date and up to and including the Distribution
Date, there will be two markets in Safeway common stock, a "regular
way" market and a "when-issued" market. Shares of Safeway common
stock that trade in the regular way market will carry an
entitlement to the special stock dividend of shares of Blackhawk
Class B common stock. Therefore, if you own shares of Safeway
common stock and sell those shares in the regular way market prior
to or on the Distribution Date, you also will be selling your right
to receive the special stock dividend of shares of Blackhawk Class
B common stock. The New York Stock Exchange authorized a
when-issued market for Safeway common stock, which commenced on
April 1, 2014. Shares of Safeway common stock trading in the
when-issued market under the symbol "SWYWI" (identified as "SWY-WI"
on certain websites) do so without the right to receive shares of
Blackhawk Class B common stock in connection with the
Distribution. Starting on April 15, 2014 (the business day
following the Distribution of the Class B shares of Blackhawk) the
"regular way" market for Safeway will be trading "ex" or without
the entitlement of the Class B shares of Blackhawk. In
addition, the "when issued" market of Safeway ("SWYWI") will no
longer be available.
A when-issued market for the shares of Blackhawk Class B common
stock to be distributed in the distribution also commenced on April
1, 2014 on the NASDAQ Global Select Market under the symbol
"HAWKV." Other than trading occurring in such when-issued market,
shares of Blackhawk Class B common stock are not currently traded
on any stock exchange. Starting on April 15, 2014 (the business day
following the distribution of the Class B shares of Blackhawk) the
Blackhawk Class B common stock is expected to begin trading in the
"regular way" on the NASDAQ Global Select Market under the symbol
"HAWKB," and the "when issued" market of Blackhawk Class B common
stock ("HAWKV") will no longer be available.
If you sell your shares of Safeway common stock prior to or on
the Distribution Date, you also may be selling your right to
receive the special stock dividend of shares of Blackhawk Class B
common stock. You are encouraged to consult your broker or
financial advisor regarding the specific implications of selling
Safeway common stock prior to or on the Distribution Date.
U.S. Federal Income Tax Consequences
As previously announced, Safeway and Albertsons have announced
an agreement under which AB Acquisition LLC, an affiliate of
Albertsons, will acquire Safeway (the "Merger"). Assuming that the
acquisition of Safeway by AB Acquisition LLC is completed as
contemplated by the Agreement and Plan of Merger entered into by
Safeway and AB Acquisition LLC on March 6, 2014, it is expected
that the stock dividend will constitute a taxable distribution to
Safeway and Safeway's stockholders for U.S. federal income tax
purposes. In anticipation of the completion of the Merger, Safeway
intends to treat the special stock dividend as a taxable
distribution to Safeway stockholders for U.S. federal income tax
purposes, including for purposes of the U.S. federal tax
withholding rules. Accordingly, the amount of the special stock
dividend otherwise payable to certain Safeway stockholders,
including non-U.S. stockholders, will be reduced in connection with
any applicable withholding taxes. The U.S. federal income tax
consequences of the special stock dividend are described in greater
detail in the information statement being mailed to stockholders
and filed with the SEC on Form 8-K on or about the date of this
press release.
This information will also be posted under the Investor
Relations tab on Safeway's website at
www.safeway.com/investor_relations and on Blackhawk's website at
www.blackhawknetwork.com.
Safeway stockholders are urged to contact their tax advisors
regarding this transaction and the related tax consequences,
including potential withholding tax
consequences. Registered stockholders may
contact Computershare at the telephone numbers above regarding
withholding requirements and any related required
documentation. Beneficial stockholders who hold their Safeway
shares through an institution such as a brokerage firm, bank or
other institution, should contact the broker, bank or other
institution where they maintain their account regarding the pending
distribution regarding withholding requirements and any related
required documentation.
About Safeway Inc.
Safeway Inc., which operates Safeway, Vons, Pavilions, Randalls,
Tom Thumb, and Carrs stores, is a Fortune 100 company and one of
the largest food and drug retailers in the United States with sales
of $36.1 billion in 2013. The company operates 1,335 stores in 20
states and the District of Columbia, 13 distribution centers and 20
manufacturing plants, and employs approximately 138,000 employees.
The company's common stock is traded on the New York Stock Exchange
under the symbol SWY. For more information, please visit
www.Safeway.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
about the proposed spin-off of Blackhawk by Safeway. These
statements are based on management's assumptions and beliefs in
light of the information currently available to it. These
statements are indicated by words such as "expects," "will,"
"plans," "intends," "anticipates," "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 Safeway's control. 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 Safeway's most recent Form
10-K, 10-Q and 8-K reports filed with the Securities and Exchange
Commission ("SEC").
Additional Information About the Acquisition and Where to Find
it
This press release does not constitute a solicitation of any
vote or approval in respect of the proposed Merger transaction
involving Safeway and Albertsons. In connection with the Merger,
Safeway intends to file with the SEC and furnish to its
stockholders a proxy statement and other relevant documents.
Stockholders are urged to read the 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 we
file with the SEC, may be obtained free of charge at the SEC's
website at www.sec.gov, at Safeway's 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 Merger.
Information regarding the persons who may, under the rules of the
SEC, be considered to be participants in the solicitation of
Safeway's stockholders in connection with the proposed transaction
will be set forth in the proxy statement. You can find more
information about Safeway's 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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