Ahold to Acquire Spanish Food Retailer Superdiplo; Supermarket/Hypermarket Operator With Sales Approaching Euro 1.5 billion Strengthens Ahold Position in Spain.

Business Editors

ZAANDAM, The Netherlands & CADIZ, Spain--(BUSINESS WIRE)--Sept. 7, 2000

Specifics:

- Ahold to purchase Superdiplo through share swap

- Transaction of Euro 1.25 billion (excluding debt of Euro 153 million)

- Adds immediately to Ahold EPS growth

- Superdiplo highly profitable supermarket operator

- Prominent positions in southern Spain, Canary Islands and central Spain

- Perfect addition to Ahold's Spanish operations

Royal Ahold (NYSE: AHO), the international food provider, has signed an agreement with several major shareholders of Spanish food retailer, Superdiplo S.A. to tender their 69% stake in the company to Ahold. In order to complete the transaction, Ahold will conduct a tender offer for all the outstanding shares of Superdiplo.

As part of the transaction, Ahold will offer 0.74 of an Ahold common share for each Superdiplo share, representing approximately Euro 24 per Superdiplo share. As Superdiplo has 51 million shares outstanding, the total transaction amounts to approximately Euro 1.25 billion. Upon completion of the Superdiplo transaction, Ahold Spain will operate 530 stores with sales of approximately Euro 2 billion.

Excellent `thoroughbred' addition for Ahold

Superdiplo is a multi-format food retailer with over 300 stores in southern Spain, Andalusia, the Canary Islands and the greater Madrid region. With projected 2000 sales of close to Euro 1.5 billion, the company operates various successful store formats offering both food and non-food items to over 4 million weekly customers. Superdiplo employs approximately 6,500 associates.

The company is recognized as a highly profitable Spanish supermarket operator and has experienced significant growth both autonomously and through acquisitions over the past few years. Superdiplo's EBITDA currently amounts to 6.3% of sales. It is primed to grow further. The company is considered an excellent thoroughbred addition for Ahold.

Superdiplo formats

Hiperdino is the prominent hypermarket format of Superdiplo concentrated in the Canary Islands. The large stores with extensive fresh departments are clear market leaders in their trade area offering excellent service. Superdiplo currently operates 32 of these stores, generating sales of approximately Euro 500 million with further expansion anticipated.

Supersol is Superdiplo's rapidly expanding quality supermarket chain with 210 large stores also generating sales of Euro 500 million. The popular outlets are located in the Canary Islands and the Spanish mainland.

Netto is an exclusive supermarket chain catering to the Canary Islands tourist segment. Currently 18 stores are operational and experiencing high growth.

Cash Diplo is Superdiplo's cash & carry format targeting the hospitality sector. The company also operates several Warehouse Club stores in Madrid known as Ecore.

Considerable synergies assured

Through the use of economies of scale, synergy benefits and know-how exchange the acquisition of Superdiplo will significantly strengthen Ahold's position in Spain. Considerable synergies are expected specifically in the areas of procurement, logistics, IT, distribution and category management.

Financial details

In the tender offer, Ahold will pay 0.74 of an Ahold common share for each Superdiplo share, representing approximately Euro 24 per Superdiplo share. As the company has 51 million shares outstanding, the total transaction amounts to approximately Euro 1.25 billion. Ahold will therefore issue approximately 38 million common shares, representing 5.0% of its current common shares outstanding. The planned acquisition of Superdiplo will impact favorably and immediately on Ahold's earnings per share growth and is expected to close end 2000.

Comments, Jan Andreae, Executive Vice President Ahold Europe: "The planned Superdiplo transaction clearly positions Ahold among the major supermarket players in the Spanish market. We already have an established position through our supermarket operations in the south - Seville, Granada and the Costa del Sol - as well as Barcelona and Madrid. Superdiplo contributes strongly to Ahold's size in Spain and continues to grow rapidly. This year the company is in the process of opening 52 new stores and similar numbers are forecast for 2001 and 2002. Their hypermarkets are very popular with Spanish consumers. The company's supermarket chain has come a long way, operating in a highly professional manner. We admire Superdiplo's rapid expansion in recent years and its strategy of ensuring its product assortment is well suited to local needs. The company is sensitive to the local marketplace which means the customer will always come out in front. Superdiplo's management team will help us develop and improve our presence in Spain. Once the transaction is completed, Ahold's Spanish operations will generate approximately Euro 2 billion in sales and have 530 stores."

Comments, Carlos Rodriguez de Tembleque, Chairman, Superdiplo: "We find ourselves entering a new era in food retail operations and are confident Superdiplo will continue to flourish through Ahold's global expertise and economies of scale. We share the same philosophy, ensuring the local flavor of our stores remains intact. Our successful formats address all our customer's needs from the hypermarket/supermarket shopper right through to the cash & carry customer. This transaction is excellent for our company, its associates and our customers. Together with Ahold we anticipate further profitable growth and are delighted to be part of the family."

Ahold in Spain

Currently operating more than 230 stores with annualized sales of approximately Euro 500 million, Ahold's Spanish operations have expanded considerably since 1998 and stretch from Madrid, to southern Spain, Catalonia and the Costa del Sol. Following the completion of the Superdiplo transaction, Ahold's Spanish operations will swell to 530 stores with projected sales of approximately Euro 2 billion.

Royal Ahold

Royal Ahold operates approximately 7,000 supermarkets, hypermarkets and other store formats in the United States, Europe, Latin America and Asia with annualized sales approaching Euro 50 billion. The company is also developing significant experience in the foodservice industry and as an e-commerce player. Ahold employs 350,000 associates and serves the food needs of over 30 million loyal customers in 23 countries every week. Ahold's website can be found at www.ahold.com.

Royal Ahold press releases may contain `forward-looking' statements. Actual results may differ from such statements as they may have been influenced by factors beyond the Company's ability to control.