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DELHAIZE GROUP ANNOUNCES TENDER OFFER BY DELHAIZE AMERICA FOR UP TO USD 1.1 BILLION DEBT

Market Wire, May, 2007

BRUSSELS, Belgium - May 30, 2007 - Delhaize Group, the Belgian international food retailer (Euronext Brussels: DELB, NYSE: DEG), announced today that Delhaize America, Inc., its wholly owned subsidiary, launched a tender offer to purchase for cash up to USD 1.1 billion principal amount of its debt.

Tender Offer

The terms of the tender allow for the purchase for cash of up to USD 1.1 billion (the Tender Cap) outstanding principal amount (subject to change by the Company) of Delhaize America's USD 1.1 billion 8.125% notes due 2011, its USD 855 million 9.000% debentures due 2031, and its USD 126 million 8.050% notes due 2027. The amount of each issue of securities that is purchased in the offer will be based on the Tender Cap and the order of priority set forth in the table below, and may be prorated.

Key Events:

Dates:

Launch of the tender offer....................May 30, 2007

Early Tender Time and Withdrawal Deadline....June 12, 2007, 5:00 p.m., New York City time, unless extended

Price Determination Date.................June 12, 2007, 11:00 a.m., New York City time unless extended

Announcement of Early Tender results and Pricing..........One business day after Price Determination Date

Expiration Time..............................June 26, 2007, Midnight, New York City time, unless extended

Announcement of final tender results.......One business day after Expiration Time

Expected Settlement Date.............Two business days after Expiration Time

The terms and conditions of the tender offer are described in the Offer to Purchase dated May 30, 2007 and the accompanying Letter of Transmittal.

The "Tender Offer Consideration" for the notes tendered and accepted for payment will be determined by reference to the applicable fixed spread specified for each security over the applicable reference yield based on the bid-side price of the applicable reference treasury security as calculated on the Price Determination Date, as described in the Offer to Purchase.

Holders must tender and not withdraw at or prior to the Early Tender Time to receive the "Total Consideration," which includes the Early Tender Premium shown in the table above. Holders who tender after the Early Tender Time but before the Expiration Time will receive only the Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Premium. Tendered securities may only be withdrawn at or prior to the Withdrawal Deadline.

In addition to the applicable Total Consideration or Tender Offer Consideration, as the case may be, accrued and unpaid interest up to, but not including, the Settlement Date will be paid in cash on all validly tendered notes accepted for purchase. Purchased notes will be cancelled and not reissued. Delhaize Group expects to use net proceeds from its sale of new senior debt securities to purchase securities tendered pursuant to the tender offer.

Delhaize Group expects to incur a one-time charge in the second quarter of 2007 because the outstanding debt will be purchased above its carrying value. The exact amount of the charge and the additional income statement impact will depend on the final conditions of the transaction. Beginning 2008, the transaction is expected to have an annual net favorable impact on the Company's net earnings.

Additional Information

Banc of America Securities LLC and Merrill Lynch & Co. are the Dealer Managers for the tender offer. Global Bondholders Services Corporation is the Information Agent and the Depositary.

Any questions regarding procedures for tendering notes or requests for additional copies of this Offer to Purchase or the Letter of Transmittal should be directed to the Information Agent (telephone number: Banks and Brokers, Call: 1 (212) 430-3774, All Others Call Toll-Free (U.S.): (866) 807-2200). Any questions regarding the terms of the Offer should be directed to the Dealer Managers (Banc of America Securities LLC Toll-Free (U.S.): (866) 475-9886 Collect: 1 (704) 386-3244 or 44 (20) 7174 4313, or Merrill Lynch & Co. Toll-Free (U.S.): (888) 654-8637 Collect: 1 (212) 449-4914) or 44 (20) 7995 3715.

Delhaize Group

Delhaize Group is a Belgian food retailer present in eight countries on three continents. At the end of March 2007, Delhaize Group's sales network consisted of 2,717 stores. In 2006, Delhaize Group posted EUR 19.2 billion (USD 24.1 billion) in net sales and other revenues and EUR 351.9 million (USD 441.8 million) in net profit. At the end of 2006, Delhaize Group employed approximately 142,500 people. Delhaize Group is listed on Euronext Brussels (DELB) and the New York Stock Exchange (DEG).

Disclaimers

This announcement does not constitute, or form part of, any solicitation of any offer or invitation to buy or sell any securities or any offer of securities, in any jurisdiction nor shall it (or any part of it), or the fact of its distribution, form the basis or be relied on in connection with any contract therefore. No action has been or will be taken in any jurisdiction in relation to such tender offer that would permit a public offer in any jurisdiction. No indications of interest in the solicitation of offers to sell or to subscribe for securities are sought by this announcement.

 

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