Safeway announces settlement of certain actions in connection with proposed merger
PLEASANTON, Calif. — Safeway has 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, (i) 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, (ii) an agreement by Safeway to terminate Safeway’s stockholder rights plan, commonly referred to as a "poison pill," effective June 19, and (iii) 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.
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, 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 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.
Originally scheduled to expire on Sept. 15, Safeway’s board has amended the rights plan to accelerate the expiration date to June 19, effectively terminating the plan and the rights issued under the plan as of that date. Accordingly, upon termination, Safeway will voluntarily delist the rights from The New York Stock Exchange. Safeway plans to file an application on Form 25 to notify the SEC of the withdrawal of the rights from listing on the NYSE, and expects the withdrawal to be effective on July 3. Following the withdrawal, the company will continue to file the same periodic reports and other information it currently files with the SEC, but the rights will no longer be listed or registered on an exchange or other quotation medium.
Study: Most consumers desire ‘ultra-gentle’ skin care products
CHICAGO — Sometimes it’s not about what’s in your beauty products — but what isn’t. And this seems to be especially true of the skin care sector. According to Mintel’s Global New Products Database, thus far in 2014, sensitive skin claims represent 25% of total skin care claims, compared with 15% in 2009. What’s more, 71% of facial skincare users say they are interested in ultra-gentle products.
Sales trends between Jan. 1 and April 1 also reflect a move toward natural skin care. Mintel estimates that sales of sensitive/gentle skincare products are more than $202 million, with the majority of sales coming from the facial cleanser and facial moisturizer segments. Sensitive and gentle skincare products also are capturing a greater percentage of facial cleanser and moisturizer sales.
“While facial skin care products have typically highlighted the addition of ingredients such as vitamins and botanicals, the category appears to be moving toward highlighting what’s not in the formula — fragrance, dyes, etc.,” said Shannon Romanowski, senior beauty and personal care analyst. “This move toward gentle skin care is a reflection of consumers’ desire for performance, combined with increased concern and awareness regarding what is being put on their skin.”
Consumers seem to be big fans of the pared-down approach, as almost a quarter (24%) of facial skin care users say they look for products with natural, organic ingredients. Twenty-two percent seek out products that are free from certain ingredients, like parabens or fragrances, and 21% are interested in items that are designed specifically for sensitive skin.
“While future growth is expected to remain slow, there are opportunities for more customized and convenience-driven product options. Value-added products that enhance health and wellness, extend usage occasions or tap into the convenience-driven mindset of male and multicultural shoppers stand to gain,” Shannon said. “In addition, a consumer shift toward gentle skincare benefits also reflects an opportunity, especially among women and Black consumers.”
Canola oil helpful for blood-glucose control in Type 2 diabetics
WINNIPEG, Manitoba — New research presented at the June 2014 American Diabetes Association Scientific Sessions suggests that canola oil helps control blood glucose in people with Type 2 diabetes when it’s incorporated into a low-glycemic index diet.
As part of the randomized trial, 141 participants with Type 2 diabetes who were taking drugs to control their blood glucose were given either a test or a control diet for a three month period. The test diet was low-GI and higher in fat, including bread made with canola oil (31 g of oil per person a day.) The control diet was healthy, low-fat and high in fiber. The results showed that those who consumed the canola oil diet improved blood glucose control.
“This study shows the advantage of using canola oil in Type 2 diabetes to improve both blood cholesterol and blood glucose control by reducing the glycemic load (GI multiplied by the amount of carbohydrate in the diet), especially in those at highest risk of diabetes complications,” said lead researcher David J.A. Jenkins, M.D., Ph.D., DSc., professor and Canada research chair in nutrition and metabolism in the department of nutritional sciences at University of Toronto, as well as director of St. Michael’s Hospital’s Risk Factor Modification Center. “These findings are timely since diabetes is expected to double in the next 20 years, and means of preventing it and its complications are major concerns of governments and the general public.”
The results, which also appeared in the peer-reviewed journal Diabetes Care, are signficant because this is the first study to examine the combination of healthy fat consumption and a low-GI diet.
“The ability of canola oil to help control blood glucose in people with Type 2 diabetes adds to existing evidence of several health benefits, including CVD risk reduction,” said Shaunda Durance-Tod, M.Sc., R.D., CanolaInfo manager, Canola Council of Canada. “Further studies are now warranted on the effect of canola oil in a Mediterranean-type diet on glycemic control, blood fats and weight loss in Type 2 diabetes.”