Albertsons And Safeway Complete Merger Deal - Quick Facts

(RTTNews) - AB Acquisition LLC and Safeway Inc. (SWY) announced that they have completed their proposed merger. As per the 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., will acquire all outstanding shares of Safeway.

AB Acquisition is controlled by an investor group led by Cerberus Capital Management, L.P., which also includes Kimco Realty Corp. (KIM), Klaff Realty LP, Lubert-Adler Partners LP, and Schottenstein Stores Corporation.

Safeway shareholders will receive $34.92 per share in cash, consisting of $32.50 in initial cash consideration, $2.412 in consideration relating to the previously announced sale of the assets of Safeway's real-estate development subsidiary Property Development Centers, LLC ("PDC") and $0.008 in consideration relating to a dividend of approximately $2 million that Safeway received in December 2014 on its 49% interest in Mexico-based food and general merchandise retailer Casa Ley, S.A. de C.V.

In addition, shareholders will receive contingent value rights entitling them to pro rata proceeds relating to deferred consideration from the sale of PDC and any proceeds from the sale of Safeway's 49% interest in Casa Ley.

Both contingent value rights will be non-transferable and non-tradable. For tax reporting purposes, Safeway intends to report that the fair market values of the contingent value rights at the time of the merger for PDC and Casa Ley are $0.0488 and $1.0149, respectively, per share, based on third party valuations.

As a result of the completion of the merger transaction, the common stock of Safeway will no longer be listed for trading on the New York Stock Exchange or any other securities exchange.

As previously announced, current Albertsons Chief Executive Officer Bob Miller will become Executive Chairman.