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«PROSPECTUS On June 24, 2015, Koninklijke Ahold N.V., also known as Royal Ahold (referred to in this prospectus as Ahold), and Delhaize Group NV/SA ...»

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PROSPECTUS

On June 24, 2015, Koninklijke Ahold N.V., also known as Royal Ahold (referred to in this prospectus as Ahold), and Delhaize

Group NV/SA (referred to in this prospectus as Delhaize) entered into a merger agreement (referred to in this prospectus as the

merger agreement) providing for a combination of their businesses through a cross-border legal merger of Delhaize into Ahold

(referred to in this prospectus as the merger), with Ahold continuing as the surviving company in the merger (the surviving company is sometimes referred to in this prospectus as the combined company). Following the consummation of the merger, the combined company’s legal name will be “Koninklijke Ahold Delhaize N.V.”, subject to Ahold’s request to His Majesty The King of the Netherlands to confirm (bestendigen) Ahold’s predicate ‘Koninklijke’ being honored or, in the absence of such confirmation, “Ahold Delhaize N.V.” Subject to such confirmation, one of the combined company’s trade names will be “Royal Ahold Delhaize.” Pursuant to the merger agreement, at the effective time of the merger, holders of ordinary shares of Delhaize (referred to in this prospectus as Delhaize ordinary shares and holders of such ordinary shares as Delhaize shareholders) will receive 4.75 ordinary shares of Ahold (referred to in this prospectus as Ahold ordinary shares and holders of such ordinary shares as Ahold shareholders) for each Delhaize ordinary share they own (such ratio of Ahold ordinary shares to Delhaize ordinary shares referred to in this prospectus as the exchange ratio). The exchange ratio is fixed and will not be adjusted for changes in the market value of Ahold ordinary shares or Delhaize ordinary shares. The merger agreement also provides that holders of American Depositary Shares of Delhaize (referred to in this prospectus as the Delhaize ADSs and holders of such ADSs as Delhaize ADS holders) will, at the effective time of the merger, receive, at their election, (i) an amount of American Depositary Shares of Ahold (referred to in this prospectus as the Ahold ADSs and holders of such ADSs as Ahold ADS holders) equal to the product of (x) the number of Delhaize ordinary shares represented by one Delhaize ADS (referred to in this prospectus as the Delhaize ADS ratio), multiplied by (y) the exchange ratio divided by (z) the number of Ahold ordinary shares represented by one Ahold ADS or (ii) an amount of Ahold ordinary shares equal to the product of (x) the Delhaize ADS ratio multiplied by (y) the exchange ratio.

This prospectus relates to the Ahold ordinary shares to be issued in the merger (including the Ahold ordinary shares that will be represented by Ahold ADSs) to Delhaize shareholders and Delhaize ADS holders in exchange for their Delhaize ordinary shares and Delhaize ADSs, respectively.

The exchange ratio implies a value of approximately €89.25 per Delhaize ordinary share based upon the €18.79 closing price per Ahold ordinary share on Euronext Amsterdam on January 19, 2016, the last practicable date prior to the date of this prospectus.

Based on the estimated number of shares of capital stock of Ahold and Delhaize (referred to in this prospectus as the parties) that will be outstanding immediately prior to the consummation of the merger, Ahold estimates that, upon the consummation of the merger and the return of approximately €1.0 billion to the Ahold shareholders through a capital return and a reverse stock split (referred to in this prospectus as the Ahold capital return), current Ahold shareholders and Ahold ADS holders will, directly or indirectly, hold approximately 61% and former Delhaize shareholders and Delhaize ADS holders will, directly or indirectly, hold approximately 39% of the outstanding ordinary shares of the combined company. Based on the number of Ahold ordinary shares and Delhaize ordinary shares outstanding on January 19, 2016 (including the number of Ahold ordinary shares and Delhaize ordinary shares that are represented by Ahold ADSs and Delhaize ADSs, respectively), Ahold will issue approximately 495,274,292 Ahold ordinary shares as part of the merger (including Ahold ordinary shares that will be represented by Ahold ADSs and Ahold ordinary shares expected to be issued in respect of certain equity awards of Delhaize in connection with the merger).

Ahold ordinary shares currently trade on Euronext Amsterdam, the regulated market of Euronext Amsterdam N.V. (referred to in this prospectus as Euronext Amsterdam), under the symbol “AH,” and Ahold ADSs currently trade in the over-the-counter market and are quoted on the OTCQX International marketplace under the symbol “AHONY.” Delhaize ordinary shares currently trade on Euronext Brussels, the regulated market of Euronext Brussels NV/SA (referred to in this prospectus as Euronext Brussels), under the symbol “DELB,” and Delhaize ADSs currently trade on the New York Stock Exchange under the symbol “DEG.” On January 19, 2016, the last practicable date prior to the date of this prospectus, the closing price per Ahold ordinary share on Euronext Amsterdam and the closing price per Delhaize ordinary share on Euronext Brussels were €18.79 and €86.77, respectively ($20.50 and $94.64, respectively, based on the closing spot rate as published by Bloomberg at 5:00 p.m. EST on January 19, 2016). On the same date, the closing price per Ahold ADS on OTCQX was $20.47, and the closing price per Delhaize ADS on the New York Stock Exchange was $23.51.





It is a condition to the consummation of the merger that the Ahold ordinary shares to be issued to the Delhaize shareholders and Delhaize ADS holders as part of the merger have been approved for admission to listing and trading on Euronext Amsterdam and Euronext Brussels. The Ahold ADSs to be issued to Delhaize ADS holders in the merger will not be listed on any securities exchange. Upon the consummation of the merger, the Delhaize ordinary shares will be delisted from Euronext Brussels, and the Delhaize ADSs will be delisted from the New York Stock Exchange.

As a condition to the consummation of the merger, shareholders of Ahold and Delhaize shareholders must, at the extraordinary general meetings of shareholders of Ahold and Delhaize shareholders to be held on March 14, 2016, approve, among other proposals, the joint cross-border merger proposal (gemeenschappelijk voorstel tot fusie), dated December 18, 2015, in accordance with applicable EU, Belgian and Dutch laws (referred to in this prospectus as the merger proposal) to effect the cross-border merger by the acquisition of Delhaize by Ahold. Separate materials will be made available to shareholders of Ahold and Delhaize shareholders in connection with their respective extraordinary general meetings in accordance with applicable Dutch and Belgian laws.

This prospectus describes the merger and other related matters. Please read this entire prospectus carefully, including the annexes and the information incorporated by reference in this prospectus. In particular, you should consider the section entitled “Risk Factors” beginning on page 34 of this prospectus.

Neither the U.S. Securities and Exchange Commission (referred to in this prospectus as the SEC) nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

–  –  –

This prospectus incorporates by reference important business and financial information about Delhaize contained in documents that Delhaize has filed with or furnished to the SEC. These documents have not been included in or delivered with this prospectus. You can obtain any of the documents that Delhaize has filed with or furnished to the SEC at no cost from the SEC’s website at www.sec.gov, and you may also read and copy these documents (other than certain exhibits to those documents) at the Public Reference Room of the SEC at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330.

You may also obtain copies of these documents by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates, or from commercial document retrieval services.

You may also request copies of these documents, including documents incorporated by reference into this prospectus, at no cost, by contacting Delhaize. See the section entitled “Where You Can Find More Information” beginning on page 310 of this prospectus for more details. In order to receive timely delivery of the documents in advance of the extraordinary general meeting of Delhaize shareholders, you should make your request to Delhaize no later than March 7, 2016 or five business days before the extraordinary general meeting of Delhaize shareholders.

ABOUT THIS PROSPECTUS

This prospectus forms part of a registration statement on Form F-4 filed with the SEC by Ahold and constitutes a prospectus of Ahold under Section 5 of the Securities Act of 1933, as amended (referred to in this prospectus as the Securities Act), with respect to Ahold ordinary shares (including Ahold ordinary shares that will be represented by Ahold ADSs) to be issued in the merger to Delhaize shareholders and Delhaize ADS holders in exchange for their Delhaize ordinary shares and Delhaize ADSs, respectively. Ahold is mailing this prospectus to U.S. Delhaize shareholders and Delhaize ADS holders.

A separate prospectus (referred to in this prospectus as the EU prospectus), prepared in accordance with Article 3 of Directive 2003/71/EC of the European Parliament and of the Council of the European Union, as amended, including as amended by Directive 2010/73/EU and Chapter 5.1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder, subject to the approval of the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (referred to in this prospectus as the AFM) and passported into Belgium in accordance with applicable laws, will also be made available to the public in connection with the merger in accordance with applicable Dutch and Belgian laws.

In addition, separate materials will be made available to shareholders of Ahold and Delhaize shareholders in accordance with applicable Dutch and Belgian laws in connection with the extraordinary general meetings of shareholders of Ahold and Delhaize shareholders to be held on March 14, 2016. Such materials will set forth the proposals on which shareholders of Ahold and Delhaize shareholders will be asked to vote in connection with the merger at their respective extraordinary general meetings.

You should rely only on the information contained in or incorporated by reference into this prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this prospectus. This prospectus is dated January 29, 2016. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this prospectus is accurate as of any date other than the date of the incorporated document. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or in any subsequently filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement. Neither the mailing of this prospectus to the U.S. Delhaize shareholders and Delhaize ADS holders nor the issuance by Ahold of Ahold ordinary shares or Ahold ADSs in the merger will create any implication to the contrary.

–  –  –

The following summary highlights selected information described in more detail elsewhere in this prospectus and the documents incorporated by reference into this prospectus and may not contain all the information that may be important to you. To understand the merger and the other transactions contemplated by the merger agreement and to obtain a more complete description of the legal terms of the merger agreement, you should carefully read this entire prospectus, including the annexes, and the documents incorporated by reference into this prospectus. Each item in this summary includes a page reference directing you to a more complete description of that topic in this prospectus. See also the section entitled “Where You Can Find More Information” beginning on page 310 of this prospectus.

The Companies (see pages 144 and 215) Ahold Koninklijke Ahold N.V. (also known as Royal Ahold and referred to in this prospectus as Ahold) is an international retailing group based in the Netherlands and active in the United States and Europe. Ahold is a public limited liability company (naamloze vennootschap) incorporated under Dutch law with its statutory seat and its principal place of business in Zaandam, the Netherlands. As of July 12, 2015, Ahold employed approximately 231,000 employees and had over 3,200 stores in five countries serving a trade area population of approximately 90 million people. In financial year 2014, Ahold achieved consolidated net sales of €32,774 million. Ahold’s business is divided into three reporting segments: the United States, the Netherlands (which includes Belgium and Germany) and the Czech Republic. Ahold is the group parent company and operates through a number of direct and indirect subsidiaries.



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