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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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The ordinary shares of Ahold (referred to in this prospectus as Ahold ordinary shares and holders of such ordinary shares as Ahold shareholders) are currently listed on Euronext Amsterdam, the regulated market of Euronext Amsterdam N.V. (referred to in this prospectus as Euronext Amsterdam), under the symbol “AH.” Ahold’s American Depositary Shares (referred to in this prospectus as the Ahold ADSs and holders of such ADSs as Ahold ADS holders), evidenced by American Depositary Receipts and each representing one Ahold ordinary share as of the date of this prospectus, are not listed on any securities exchange. Ahold ADSs currently trade in the over-the-counter market and are quoted on the OTCQX International marketplace (referred to in this prospectus as OTCQX) under the symbol “AHONY.” The principal executive offices of Ahold are located at Provincialeweg 11, 1506 MA Zaandam, the Netherlands, and Ahold’s telephone number is +31-88-659-5100.

Delhaize Delhaize Group NV/SA (referred to in this prospectus as Delhaize) is a Belgian international food retailer present in seven countries on three continents. Delhaize was founded in Belgium in 1867. Delhaize’s principal activity is the operation of food supermarkets. As of June 30, 2015, Delhaize had a store network (which includes company-operated, affiliated and franchised stores) of 3,445 stores and employed approximately 150,000 people.

Delhaize conducts its retail operations primarily through its businesses in (i) the United States, which Delhaize refers to as Delhaize America, (ii) Belgium and the Grand Duchy of Luxembourg, which Delhaize refers to collectively as Delhaize Belgium, (iii) Greece, Romania and the Republic of Serbia, which Delhaize refers to collectively as Southeastern Europe, and (iv) Indonesia (which operations are accounted for under the equity method in Delhaize’s consolidated financial statements).

The ordinary shares of Delhaize (referred to in this prospectus as Delhaize ordinary shares and holders of such ordinary shares as Delhaize shareholders) are listed under the symbol “DELB” on Euronext Brussels, the regulated market of Euronext Brussels NV/SA (referred to in this prospectus as Euronext Brussels). Delhaize’s American Depositary Shares (referred to in this prospectus as the Delhaize ADSs and holders of such ADSs as Delhaize ADS holders), some of which are evidenced by American Depositary Receipts, and each Delhaize ADS representing one quarter of one Delhaize ordinary share as of the date of this prospectus, are listed on the New York Stock Exchange under the symbol “DEG.” The principal executive offices of Delhaize are located at Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize), Square Marie Curie 40, 1070 Brussels, Belgium, and Delhaize’s telephone number is +32-2-412-2211. Additional information about Delhaize and its subsidiaries is included in documents incorporated by reference into this prospectus. See the section entitled “Where You Can Find More Information” beginning on page 310 of this prospectus.

The Merger (see page 100) Pursuant to the terms of a merger agreement entered into on June 24, 2015 between Ahold and Delhaize (referred to in this prospectus as the merger agreement) and subject to the conditions set forth in the merger agreement, and in accordance with applicable law, Delhaize will be merged with and into Ahold (referred to in this prospectus as the merger). Following, and as a result of, the merger, the separate corporate existence of Delhaize will cease and Ahold will continue as the sole surviving company (the surviving company is sometimes referred to in this prospectus as the combined company) and, by operation of law, Ahold will succeed to and assume all of the rights and obligations as well as the assets and liabilities of Delhaize in accordance with applicable law.

Pursuant to the merger agreement, the Ahold supervisory board, the Ahold management board and the Delhaize board of directors approved the common draft terms of the cross-border merger between Delhaize and Ahold dated December 18, 2015 (referred to in this prospectus as the merger proposal) relating to the crossborder merger by acquisition of Delhaize by Ahold. As a condition to the consummation of the merger, the merger proposal must be approved by the general meeting of shareholders of each of Ahold and Delhaize. A copy of the merger proposal is filed as Exhibit 99.26 to the registration statement on Form F-4 of which this prospectus forms a part, as part of the documents relating to the extraordinary general meeting of Delhaize shareholders (referred to in this prospectus as the Delhaize EGM) to be held to approve the merger proposal and related matters.

Subject to the conditions set forth in the merger agreement, Ahold and Delhaize (referred to in this prospectus as the parties) will execute a Dutch notarial deed of cross-border merger, the contents of which will be in accordance with the merger terms described in the section entitled “The Merger Agreement—Merger Terms” beginning on page 111 of this prospectus, and will execute and deliver all other relevant legal and contractual documentation required pursuant to the merger agreement, and under each of Dutch law and Belgian law, as applicable, to properly consummate the merger. The consummation of the merger is referred to in this prospectus as the closing.

The closing will take place at a date and time to be specified by the parties, which will be no later than the fifth business day after satisfaction or, to the extent permitted by applicable law, waiver of the conditions under the merger agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction of such conditions at such time) in accordance with the merger agreement, at Allen & Overy LLP, Amsterdam office, unless another time, date or place is mutually agreed upon in writing by the parties. The date the closing occurs is referred to in this prospectus as the closing date. The merger will be effective at 00:00 a.m. Central European Time on the first day after the closing date. The time the merger becomes effective is referred to in this prospectus as the effective time.





Effect of the Merger on Delhaize Ordinary Shares and Delhaize ADSs (see page 62)

At the effective time, upon the terms and subject to the conditions of the merger agreement:

• Ahold will issue for each issued and outstanding Delhaize ordinary share (other than any Delhaize ordinary share held in treasury by Delhaize or held by Ahold) 4.75 Ahold ordinary shares (such ratio of Ahold ordinary shares to Delhaize ordinary shares referred to in this prospectus as the exchange ratio) and all Delhaize ordinary shares will no longer be outstanding, will automatically be canceled and will cease to exist;

• each Delhaize ordinary share held in treasury by Delhaize and each Delhaize ordinary share held by Ahold, if any, will no longer be outstanding and will be canceled and will cease to exist, and no consideration will be delivered in exchange therefor; and

• each Delhaize ADS will no longer be outstanding and will be canceled in exchange for the right of the

holder of such Delhaize ADS to receive, at its election:

• an amount of Ahold ADSs equal to the product of (v) the number of Delhaize ordinary shares represented by one Delhaize ADS (referred to in this prospectus as the Delhaize ADS ratio), multiplied by (w) the exchange ratio divided by (x) the number of Ahold ordinary shares represented by one Ahold ADS; or

• an amount of Ahold ordinary shares equal to the product of (y) the Delhaize ADS ratio multiplied by (z) the exchange ratio.

The number of Ahold ADSs or Ahold ordinary shares to be received by a Delhaize ADS holder in the merger for each Delhaize ADS held by such holder is referred to in this prospectus as the per ADS merger consideration.

For a period of 30 days after the closing, Delhaize ADS holders will be able to elect to cancel any Ahold ADSs received as part of the merger and receive Ahold ordinary shares in connection with such cancellation, without any Ahold ADS cancellation fees being payable to Deutsche Bank Trust Company Americas (referred to in this prospectus as the Ahold ADS depositary or the depositary). The way in which this election and cancellation will be implemented will depend on the manner in which the relevant Delhaize ADSs are held.

For all Delhaize ADS holders who hold their Delhaize ADSs in book-entry form through their bank, broker or other DTC participant (referred to in this prospectus as book-entry Delhaize ADS holders), after the closing the Delhaize ADSs will be exchanged for the relevant number of Ahold ADSs based on the Delhaize ADS ratio without the need to take any action. To the extent any such holder wishes to receive Ahold ordinary shares in lieu of Ahold ADSs received as part of the merger, he must instruct his bank, broker or other DTC participant to surrender such holder’s Ahold ADSs for cancellation to the Ahold ADS depositary and to provide the Ahold ADS depositary with instructions as to the account in the Netherlands to which such Ahold ordinary shares are to be delivered. To the extent a book-entry Delhaize ADS holder’s bank, broker or other DTC participant properly presents such Ahold ADSs for cancellation on or before the date that is the 30th day after the closing, Ahold will pay the Ahold ADS depositary any fees owed in connection therewith and no Ahold ADS cancellation fees will be owed by such holder with respect to the cancellation of such Ahold ADSs received as part of the merger.

Book-entry Delhaize ADS holders may be required to certify that any such Ahold ADSs being presented for cancellation were received by such holders as part of the merger.

For all Delhaize ADS holders who hold their Delhaize ADSs in book-entry form directly on the books of the Delhaize ADS depositary (referred to in this prospectus as registered book-entry Delhaize ADS holders), after the closing registered book-entry Delhaize ADS holders will be credited with the relevant number of Ahold ADSs based on the Delhaize ADS ratio without the need to take any action. To the extent any such holder wishes to receive Ahold ordinary shares in lieu of Ahold ADSs received as part of the merger, such holder must instruct the Ahold ADS depositary to cancel his Ahold ADSs and provide the Ahold ADS depositary with instructions as to the account in the Netherlands to which such Ahold ordinary shares are to be delivered. To the extent such cancellation occurs and is completed on or before the date that is the 30th day after the closing, Ahold will pay the Ahold ADS depositary any fees owed in connection therewith and no Ahold ADS cancellation fees will be owed by such holder with respect to the cancellation of such Ahold ADSs received as part of the merger.

For those Delhaize ADS holders that hold their Delhaize ADSs in physical certificated form (referred to in this prospectus as registered Delhaize ADS holders), after the closing such registered Delhaize ADS holders will receive a letter of transmittal and election form with instructions on how and where to deliver the certificates representing their Delhaize ADSs in order to receive the Ahold ADSs to which they are entitled and, if so desired, to have such Ahold ADSs cancelled and, in lieu thereof, to have the Ahold ordinary shares represented thereby delivered directly to a designated account in the Netherlands. To the extent registered Delhaize ADS holders that wish to receive Ahold ordinary shares in lieu of Ahold ADSs return these documents, including the certificates representing their Delhaize ADSs, to the exchange agent on or before the 30th day after the closing, Ahold will pay the Ahold ADS depositary any fees owed in connection therewith and no Ahold ADS cancellation fees will be owed by such holder with respect to the cancellation of such Ahold ADSs received as part of the merger.

Delhaize ADS holders who do not elect to cancel the Ahold ADSs received as part of the merger within the 30-day election period described above will not be restricted from converting their Ahold ADSs into Ahold ordinary shares after the end of the 30-day election period, but will only be able to do so in accordance with the terms of the Ahold deposit agreement, including the payment of any applicable fees and expenses, as amended from time to time. See the sections entitled “Description of Ahold American Depositary Shares—Withdrawal and Cancellation” and “—Fees and Expenses Payable by Ahold ADS Holders” beginning on page 250 of this prospectus.

Under the merger agreement, no fractional Ahold ordinary shares or Ahold ADSs will be issued. Instead, for entitlements to fractions of Ahold ordinary shares held through book-entry positions, the intermediary of the respective holder will aggregate the fractional entitlements and sell the corresponding Ahold ordinary shares on behalf of the holders who would otherwise be entitled to receive a fractional Ahold ordinary share in the market for cash, and subsequently distribute the net cash proceeds to such holders proportionately to each such holder’s fractional entitlements. The terms and conditions of such sale (including, without limitation, with respect to the timing and method of such sale, the selection of the broker-dealer to execute the sale, the price at which such shares will be sold, the currency of the cash payment and the applicable exchange rate) and, to the extent applicable, any other transaction conducted by the intermediary, will be made in accordance with the contractual arrangements between each such holder and the intermediary. Entitlements to fractions of Ahold ADSs will be aggregated by the Ahold ADS depositary and sold in the open market for cash on behalf of the holders who would otherwise receive a fractional Ahold ADS, and the Ahold ADS depositary will subsequently distribute the cash proceeds, after deducting taxes, fees, commissions and expenses, to such holders proportionally to each such holder’s fractional entitlements.



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