Filed by SUPERVALU INC.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: SUPERVALU INC., File #1-5418
[SUPERVALU]
PO Box 990
Minneapolis, MN 55440
May 8, 2006
Dear SUPERVALU and Albertsons associates,
Today is a very exciting day as we move forward and create a new, powerful food
retailing and pharmacy company. Leadership shapes the identity of any
organization, and today's announcement of my executive leadership team
emphasizes the strength and future potential of our new enterprise.
By drawing on the expertise of both SUPERVALU and Albertsons, I believe that our
new team reflects the best blend of strengths needed to make the New SUPERVALU
successful as a national retail powerhouse and the third-largest grocery
retailer in the United States. Fundamental to our future is the establishment of
three retail operating divisions and a company-wide merchandising and marketing
function to support the success and scope of our leading retail market positions
across the country. The new executive leadership team will include three very
experienced retailers from Albertsons who together with SUPERVALU executives
will create one of the best benches in the industry. I welcome the opportunity
to work with Duncan Mac Naughton, Kevin Tripp and Pete Van Helden. I am proud of
the entire team we have assembled and am excited to introduce all of them to you
today. Reporting directly to me are:
Dave Boehnen, SUPERVALU Executive Vice President. Dave will oversee Legal, Real
Estate, Corporate Development and Government Affairs.
John Hooley, SUPERVALU Executive Vice President; President of Retail East. John
will oversee the retail operations of Acme, bigg's, Farm Fresh, Scott's, Shaw's
and Shoppers.
Mike Jackson, SUPERVALU President and Chief Operating Officer. Mike will oversee
Save-A-Lot, Supply Chain Services including retail and wholesale supply chain
networks including third-party logistics (TLC), Six Sigma and the Enterprise
Office.
Pam Knous, SUPERVALU Executive Vice President, Chief Financial Officer. Pam will
oversee Finance, Information Technology and Investor Relations. In addition,
Bristol Farms will report to Pam.
Duncan Mac Naughton, SUPERVALU Executive Vice President, Merchandising and
Marketing. Duncan will oversee a new company-wide Merchandising and Marketing
function for SUPERVALU.
Dave Pylipow, SUPERVALU Senior Vice President, Human Resources. Dave will
oversee Human Resource functions and Labor Relations.
Kevin Tripp, SUPERVALU Executive Vice President; President of Retail Midwest.
Kevin will oversee the retail operations of Cub Foods, Hornbacher's, Jewel and
Shop `n Save, as well as company-wide Pharmacy operations.
Pete Van Helden, SUPERVALU Senior Vice President; President of Retail West. Pete
will oversee retail operations in Southern California, Nevada and the
Intermountain West divisions under the Albertsons banner.
Also reporting to me and providing important transition support will be Roe
Cefalo, currently Albertsons Executive Vice President, Real Estate Development
and New Store Formats, and Kathy Herbert, currently Albertsons Executive Vice
President, Human Resources. In addition, Bob Borlik, SUPERVALU's recently
retired Chief Information Officer, will provide interim technology consulting
support, reporting to Pam Knous.
All of these appointments will become effective upon close of the acquisition,
which is scheduled for June. At that time, Larry Johnston, Bob Dunst, Paul
Gannon, John Sims, and Felicia Thornton will have completed their
responsibilities to the company. I wish to thank all the Albertsons executives
for their hard work to bring this transaction to successful completion and their
role in the transition process.
As a result of today's announcement, the new enterprise steering committee will
be comprised of my direct reports and Janel Haugarth, SUPERVALU Senior Vice
President, Retail and Wholesale Supply Chain, Roe Cefalo, Kathy Herbert, and Bob
Borlik.
In addition, our very experienced local executives and their committed teams are
critical underpinnings to our retail success today and into the future. We have
the best talent in the field to ensure the highest level of operational and
service excellence in the grocery and pharmacy business. We welcome their
continued contributions and important roles within SUPERVALU.
The combined strength of our businesses and our highly experienced,
well-respected executive leadership team marks the beginning of a bright future
and exciting possibilities. I am confident that the combination of our talented
industry leaders and our empowered, knowledgeable local management will provide
the New SUPERVALU with remarkable breadth and depth of strategic and operational
expertise. We have the right strategy and the right team in place to create the
new enterprise, build on our competitive strengths, and deliver shareholder
value.
With this announcement, the executive team will actively work to identify the
next two tiers in the organization using the new enterprise guiding principles
and selection process. Our executives will begin to work closely with the
enterprise teams to define and achieve functional excellence. We will strive to
name the next level of management within the next 45 days.
Finally, I want to thank all of you. The road to a successful acquisition is a
long and often ambiguous one. Across our operations we have seen great support
for the New SUPERVALU, and I am enthusiastic about what the future will hold for
us.
Sincerely,
/s/ Jeff Noddle
Jeff Noddle
SUPERVALU Chairman and Chief Executive Officer
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 letter, 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 letter. 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 Albertson's have filed a definitive joint proxy
statement/prospectus with the Securities and Exchange Commission (SEC).
INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
BECAUSE IT CONTAINS IMPORTANT INFORMATION. You can obtain the definitive joint
proxy statement/prospectus, as well as other filings containing information
about SUPERVALU and Albertsons, 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
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.
###
CONTACTS:
Yolanda Scharton
Vice President Corporate Communications and Investor Relations
952-828-4540
YOLANDA.SCHARTON@SUPERVALU.COM
Haley Meyer - Media
952-828-4786
HALEY.MEYER@SUPERVALU.COM