Ahold clarifies shareholders’ agreement with Scandinavian partners

Ahold today issued the following statement reiterating and clarifying certain terms of its Shareholders’ Agreement with its Scandinavian partners, ICA Forbundet and Canica.

In April 2000, Ahold formed a joint venture with the ICA Group, the leading Scandinavian food retailer. Ahold holds a 50% interest in ICA Ahold Holding AB, in which all activities of the ICA Group have been brought together. The other shares in ICA Ahold Holding AB are held by the association of ICA retailers (ICA Forbundet, 30%) and the investment company of the Norwegian Hagen family (Canica, 20%).

Pursuant to the Shareholders’ Agreement, all partners have the right to sell their shares, although not before April 2004. If either ICA Forbundet or Canica decides to sell shares, it is first required to offer the shares to the other. Should the Scandinavian partners fail to reach agreement, Ahold is obliged to purchase the shares at a price reflecting the market value of ICA Ahold at the date of sale (to be set by an independent third-party valuation). Any transaction must consist of a minimum of 5% of the shares in ICA Ahold.

This information was also published in the prospectus issued in connection with the tender offer for Ahold’s acquisition of its interest in ICA Ahold in 2000.

Remarks by Ahold CFO Michiel Meurs
‘It is common practice in joint venture arrangements that partners agree on an exit strategy for the joint venture should they wish to terminate the relationship at any point,’ commented Michiel Meurs, Ahold’s chief financial officer. ‘In that event, we wanted to ensure that Ahold had the right to buy the partners’ shares and create a majority position for our company.’

Ahold has one more joint venture agreement in which it has an obligation to buy the shares of its partner at market value: the Paiz Ahold partnership in Central America. Under this agreement, Ahold has the obligation to purchase the Paiz family’s interest in Paiz Ahold should the Paiz family’s stake in CARHCO, the Central American Retail Holding Company, fall from its current 33.3% to 13.3% or less.

(source: Ahold)

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