Sobeys Completes Purchase of Canada Safeway

Empire Company Limited and its wholly-owned subsidiary Sobeys Inc. announced that Sobeys has completed its purchase of substantially all of the assets of Canada Safeway in accordance with the asset purchase agreement announced on June 12, 2013 and the consent agreement with the Competition Bureau announced on October 22, 2013.

“This is a great day in the 106-year history of Sobeys,” said Paul D. Sobey, President & Chief Executive Officer, Empire Company Limited. “The addition of Canada Safeway represents a unique and highly strategic opportunity to leverage Sobeys’ modern asset base and provides us with a new and exciting platform for growth as we move forward.”

Marc Poulin, President & Chief Executive Officer, Sobeys Inc. added: “We welcome the 29,000 Safeway employees to the Sobeys team as we move forward together as one company, excited to serve the food shopping needs of consumers in Western Canada.”

Sobeys funded the CDN $5.8 billion purchase price through application of proceeds from the following:

• $1.85 billion from Empire primarily from Empire’s equity issue completed in July, 2013;
• $989 million net proceeds from Sobeys’ bond offering completed in August, 2013;
• $991 million from the disposition of 70 Canada Safeway properties to
Crombie REIT; and
• $1.97 billion in bank credit facilities and cash on hand.

As a result of the completion of the acquisition of Canada Safeway assets, each outstanding subscription receipt of Empire has been automatically exchanged for one Class A non-voting share of Empire and a cash dividend-equivalent payment of CDN. $0.26 (being equal to the aggregate amount of dividends declared per Class A share for which record dates have occurred since the issuance of the subscription receipts), less any applicable withholding taxes. Empire expects that the subscription receipts will be delisted from the Toronto Stock Exchange after the close of markets today and that the Class A shares issued in exchange for the subscription receipts will immediately commence trading on the Toronto Stock Exchange. Empire further expects that holders of subscription receipts will receive in the upcoming days the Class A shares and the dividend equivalent payment to which they are entitled.

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