safeway inc (SWY) Key Developments
Safeway Inc. Announces Voluntarily Recall of Various Chicken Products in Five States in Cooperation with Foster Farms
Jul 7 14
Safeway Inc. announced that in cooperation with the Foster Farms voluntary recall of products that may have been contaminated with Salmonella Heidelberg, the company is voluntarily recalling a limited number of products made with chicken supplied by Foster Farms sold with 'Use or Freeze By' dates ranging from March 17, 2014 through March 29, 2014. These items were sold in March 2014 in five states from both the self-service and full-service meat cases in stores. As these items were sold fresh, they are no longer available in stores. This recall includes all marinated or seasoned fresh chicken products sold from the self-service or full-service counter in Northern California, Hawaii, Northern Nevada, Oregon and Western Washington State with 'Use or Freeze By' dates ranging from 17 March 2014 through 29 March 2014. The marinades and season flavours include Bulgogi, Charmoula, Greek Lemon, Drunken, Yellow Curry, Caribbean Jerk, Buffalo and Chipotle Brown Sugar.
Safeway Agrees to Resolve Shareholder Lawsuit over Sale to Cerberus
Jun 16 14
Safeway announced on June 16, 2014 that it agreed to resolve a shareholder lawsuit over its pending sale to an investment group led by Cerberus Capital Management. Safeway said it will terminate its "poison pill" shareholder rights plan on Thursday instead of letting the plan expire in September. Such plans are often used to deter unwanted takeovers. The company also adjusted terms of the deal related to its ownership of Casa Ley. Shares of Safeway Inc. gained 6 cents to $34.15 in afternoon trading. They have been steady over the past three months but are up 57% since a year ago. In March Cerberus agreed to buy Safeway for $7.64 billion, or $32.50 per share, in cash. Pending other transactions the deal could top $9 billion, or about $40 per share. As part of the latter deal, Safeway said it would sell its 49% stake in the company, and if it failed to do so in four years, shareholders would get a cash distribution equal to the value of its holdings. On June 16, 2014, it shortened that period to three years.
Safeway Inc. Announces Settlement of Certain Actions in Connection with the Proposed Merger
Jun 16 14
Safeway Inc. announced its entry into a memorandum of understanding to settle the consolidated class action pending in the court of Chancery of the State of Delaware filed on behalf of alleged Safeway stockholders against Safeway in connection with Safeway's proposed merger with an affiliate of AB Acquisition LLC. The memorandum of understanding provides for, among other things, an amendment to the definitive merger agreement to adjust certain provisions of the Casa Ley contingent value rights agreement and the PDC contingent value rights agreement, each of which were previously attached as exhibits to the definitive merger agreement, an agreement by Safeway to terminate Safeway's stockholder rights plan, commonly referred to as a 'poison pill', effective June 19, 2014, and certain changes to the proxy statement filed in connection with the proposed merger, which changes will be captured in the definitive proxy statement that Safeway intends to file with the U.S. Securities and Exchange Commission (SEC). While Safeway has entered into the memorandum of understanding and an amendment to the definitive merger agreement and has accelerated the expiration date of the stockholder rights plan to June 19, 2014, the settlement will be subject to the approval of the Delaware Chancery Court. Safeway and the Board of Directors of Safeway believe the claims are entirely without merit, and in the event the settlement does not resolve them, intend to vigorously defend these actions. The changes to the terms of the PDC CVR Agreement provide that, among other things, the holders of the contingent value rights under the PDC CVR Agreement would, instead of not receiving any value for any assets of Safeway's shopping center portfolio that remain unsold at the end of the two year sale deadline period under the PDC CVR Agreement, be entitled to the fair market value of the unsold assets (net of certain expenses, fees and taxes). The changes to the terms of the Casa Ley CVR Agreement, among other things, shorten the sale deadline period from four years to three years. In the event any of the equity interests of Casa Ley, S.A. de C.V., a Mexico-based food and general merchandise retailer, owned by Safeway remain unsold as of the sale deadline period, the determination of the fair market value that the holders of the contingent value rights under the Casa Ley CVR Agreement would be entitled to at the end of the sale deadline period would exclude any minority, liquidity or similar discount regarding such equity interests.
Robbins Arroyo LLP Announces Class Action Lawsuit Against Safeway Inc., Albertsons, LLC, Saturn Acquisition Merger Sub Inc. and Cerberus Capital Management L.P
May 16 14
Shareholder rights attorneys at Robbins Arroyo LLP announced that the firm filed a class action lawsuit on May 15, 2014, in the U.S. District Court, Northern District of California, Oakland Division on behalf of the shareholders of Safeway Inc. against Safeway, its Board of Directors, Albertson's LLC, Saturn Acquisition Merger Sub Inc. and Cerberus Capital Management L.P., for, among other things, violations of sections 14(a) and 20(a) of the U.S. Securities and Exchange Act of 1934 and U.S. Securities and Exchange Commission Rule 14a-9 promulgated thereunder. The complaint arises out of a March 6, 2014 press release announcing that Safeway had entered into a definitive merger agreement with Albertson's, pursuant to which Safeway shareholders would receive, for each Safeway share they own, $32.50 in cash and the right to receive pro-rata distributions of net proceeds from primarily non-core assets, estimated to be worth $3.65 per share. The complaint seeks injunctive relief on behalf of the named plaintiff and all other similarly situated shareholders of Safeway as of March 6, 2014. The named plaintiff is represented by Robbins Arroyo LLP. The named plaintiff alleges that certain of the defendants, in connection with the Proposed Transaction, breached or aided and abetted the other defendants' breaches of their duties and obligations owed to Safeway shareholders. The complaint further alleges that, in an attempt to secure shareholder approval of the Proposed Transaction, the defendants filed a materially false and misleading preliminary proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission in violation of the Exchange Act and their duties of candor and full disclosure. The omitted and/or misrepresented information is believed to be material to Safeway shareholders' ability to make an informed decision whether to approve the Proposed Transaction.
Safeway Inc. Declares Quarterly Dividend, Payable on July 10, 2014
May 14 14
Safeway Inc. announced that its Board of Directors approved an increase to its regular quarterly cash dividend from $0.20 per share to $0.23 per share, reflecting a 15% increase. The Board also declared a cash dividend of $0.23 per share payable on July 10, 2014 to stockholders of record at the close of business on June 19, 2014.