Filed by SUPERVALU INC.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: SUPERVALU INC., File #1-5418
SUPERVALU ANNOUNCES FILING OF DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
MINNEAPOLIS, MAY 1, 2006 - SUPERVALU (NYSE:SVU), one of the largest companies in
the United States grocery channel, today announced that the Securities and
Exchange Commission (SEC) has declared effective the Form S-4 Joint Proxy
Statement/Prospectus in connection with SUPERVALU's proposed acquisition of
Albertson's, Inc. (NYSE:ABS). The announcement of the proposed acquisition was
made in a separate press release by the Company on January 23, 2006. The
combination of the two companies is expected to create the nation's
third-largest grocery retail company and to triple the size of SUPERVALU's
retail operations. The acquisition is expected to be immediately double-digit
accretive to diluted earnings per share, excluding the one-time costs related to
the transaction.
"We're pleased that this transaction has proceeded smoothly and now look forward
to putting it to shareholders for their approval," said Jeff Noddle, chairman
and CEO of SUPERVALU. "The combination of our two companies creates tremendous
value for both SUPERVALU and Albertson's shareholders and produces a truly
formidable competitor with strong market share positions, powerful retail
brands, significant size and scale and a solid financial platform. We are now on
the home stretch and anticipate the transaction to close by mid-June."
The merger will be presented for SUPERVALU shareholder approval at a Special
Meeting of Stockholders, which is scheduled for May 30, 2006, at which SUPERVALU
shareholders who held shares as of the record date of April 21, 2006 will be
entitled to vote. At the Special Meeting, SUPERVALU will ask its shareholders to
authorize the issuance of shares of SUPERVALU common stock in connection with
the acquisition. Investors are strongly urged to read the joint proxy
statement/prospectus because it contains important information regarding the
acquisition. Investors will be able to obtain a copy of the joint proxy
statement/prospectus, as well as other filings containing information about
SUPERVALU (including those filings incorporated by reference in the joint proxy
statement/prospectus), free of charge, at the website maintained by the SEC at
WWW.SEC.GOV, or the website maintained by the Company at WWW.SUPERVALU.COM.
ABOUT SUPERVALU INC
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.
On January 23, 2006, SUPERVALU, CVS and an investment group led by Cerberus
Capital Management, L.P. announced that they had reached definitive agreements
to acquire Albertson's, Inc. (NYSE:ABS). In accordance with the agreements,
SUPERVALU will acquire key retail operations of Albertsons - representing more
than 1,100 stores - including Acme Markets, Bristol Farms, Jewel-Osco, Shaw's
Supermarkets, Star Markets, and Albertsons banner stores in the Intermountain,
Northwest and Southern California regions. The acquisition will also include the
related in-store pharmacies under the Osco Drug and Sav-on banners. As a result
of the acquisition, which is subject to approval by both the shareholders of
Albertson's, Inc. and SUPERVALU INC., SUPERVALU will become the nation's
third-largest supermarket chain with annual revenues of approximately $44
billion.
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. There can be no assurance that the proposed
acquisition will in fact be consummated. 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.
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 Albertsons 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, is contained in the joint proxy statement/prospectus.
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INVESTORS:
YOLANDA SCHARTON
952-828-4540
YOLANDA.SCHARTON@SUPERVALU.COM
MEDIA:
HALEY MEYER
952-828-4786
HALEY.MEYER@SUPERVALU.COM