Empire Company Announces Pricing of $1.6 Billion Subscription Receipt Offering


STELLARTON, NS, July 24, 2013 /CNW/ - Empire Company Limited ("Empire" or the "Company") (TSX: EMP.A) is pleased to announce today that it has entered into an underwriting agreement to sell 21,100,000 subscription receipts (the "Subscription Receipts"), at a price of $76.00 per Subscription Receipt, for aggregate gross proceeds of $1,603,600,000 (the "Offering"), to a syndicate of underwriters, co-led by Scotiabank and BMO Capital Markets and including CIBC, National Bank Financial Inc., RBC Capital Markets, TD Securities Inc., Desjardins Securities Inc. and Barclays Capital Canada Inc. (the "Underwriters"). Empire has also granted the Underwriters an over-allotment option, exercisable in whole or in part at any time until 30 days following the closing of the Offering, to purchase up to an additional 3,165,000 Subscription Receipts for additional gross proceeds of up to $240,540,000 to cover over-allotments, if any, and for market stabilization purposes.

The Company intends to file a final short form prospectus in each of the provinces of Canada in connection with the Offering.  The Offering is expected to close on or about July 31, 2013 and is subject to customary closing conditions including approvals of applicable securities regulatory authorities. Empire has received conditional approval to list the Subscription Receipts on the Toronto Stock Exchange ("TSX") under the symbol "EMP.R", subject to Empire fulfilling all of the listing requirements of the TSX.

Upon completion of the Offering, the net proceeds from the sale of the Subscription Receipts will be held in trust by a subscription receipt agent pending the satisfaction of the conditions to closing (the "Escrow Release Condition") in connection with Sobeys Inc.'s ("Sobeys") previously announced acquisition of substantially all of the assets of Canada Safeway Limited (the "Acquisition"). If the Escrow Release Condition is satisfied on or before 5:00 p.m. (Eastern Standard Time) on March 31, 2014 (the "Escrow Release Deadline"), Empire will use the net proceeds from the Offering to partially fund its expected $1.65 billion equity investment in Sobeys.  Sobeys will in turn use the proceeds from such equity investment by Empire to partially fund the Acquisition.

Each Subscription Receipt will entitle the holder thereof to receive, on satisfaction of the Escrow Release Condition, and without payment of additional consideration or further action, one Non-Voting Class A share of Empire and, if applicable, a payment equal to any cash dividends declared by Empire for which record dates have occurred during the period from the date of the closing of the Offering to and including the date immediately preceding the date on which the Non-Voting Class A shares are issued.  If the Escrow Release Condition is not satisfied on or before the Escrow Release Deadline or if Empire delivers to the Underwriters and the subscription receipt agent a notice that the Acquisition has been terminated, holders of Subscription Receipts shall be entitled to receive for each Subscription Receipt an amount equal to the full subscription price plus their pro rata entitlements to the interest earned therein.

This news release contains forward-looking information about the Offering, the expected use of proceeds from the Offering and the Acquisition. The forward-looking statements in this news release are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from current expectations, including those related to the business generally, which are set out in materials filed with the securities regulatory authorities in Canada from time to time, including the risk section of the annual Management's Discussion and Analysis report, Annual Information Form and the short form prospectus.  No assurance can be given that the Offering or the Acquisition will be completed or the timing of same.  Some of the factors that could affect the closing of the Offering and the Acquisition include the need to obtain applicable regulatory approvals and the requirement to satisfy other closing conditions.

The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company other than as required by applicable securities laws.

This Offering is only made by short form prospectus. Copies of the short form prospectus may be obtained from any of the Underwriters. Investors should read the short form prospectus before making an investment decision. There will not be any sale of the securities being offered until a receipt for the final short form prospectus has been issued.  The description of the Subscription Receipts set forth above is qualified in its entirety by the subscription receipt agreement and the summary thereof contained in the short form prospectus.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Empire Company Limited (TSX: EMP.A) is a Canadian company headquartered in Stellarton, Nova Scotia.  Empire's key businesses include food retailing and related real estate.  With over $17 billion in annual sales and approximately $7.1 billion in assets, Empire and its subsidiaries directly employ approximately 47,000 people.

Additional financial information relating to Empire, including the Company's Annual Information Form, can be found on the Company's website at www.empireco.ca or at www.sedar.com.


For further information:

Paul V. Beesley
Executive Vice President and Chief Financial Officer
Empire Company Limited
(902) 755-4440

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