Loblaw Companies Limited announces pricing of $1.6 billion of senior unsecured notes

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

BRAMPTON, ON, Sept. 5, 2013 /CNW/ - Loblaw Companies Limited (TSX: L) (the "Company") announced today the pricing of $1.6 billion aggregate principal amount of senior unsecured notes, consisting of $800 million of Senior Unsecured Notes, Series 2019 due March 12, 2019 (the "Series 2019 Notes") and $800 million of Senior Unsecured Notes, Series 2023, due September 12, 2023 (the "Series 2023 Notes", and collectively with the Series 2019 Notes, the "Notes").  The Notes will be offered through an agency syndicate consisting of Merrill Lynch Canada Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc. and TD Securities Inc., as joint bookrunners, and including Desjardins Securities Inc., National Bank Financial Inc., Scotia Capital Inc., Citigroup Global Markets Canada Inc. and J.P. Morgan Securities Canada Inc.  The settlement date is September 10, 2013. The Series 2019 Notes will pay a fixed rate of 3.748% until maturity on March 12, 2019. The Series 2023 Notes will pay a fixed rate of 4.860% until maturity on September 12, 2023. The Notes will be unsecured obligations of the Company and will rank equally with all other unsecured indebtedness of the Company that has not been subordinated. The net proceeds of the offering will either be applied toward partial payment of the cash portion of the purchase price for the acquisition of all of the outstanding common shares of Shoppers Drug Mart Corporation (the "Acquisition") or, if applicable,  to repay indebtedness or for other general corporate purposes.

The net proceeds from the offering will be placed in escrow and will be released from escrow upon satisfaction of the applicable release conditions. The Notes will also be subject to a special mandatory redemption in the event that the agreement relating to the Acquisition is terminated or the applicable escrow release conditions are not satisfied by April 30, 2014. The redemption price for any special mandatory redemption will be 100% of the aggregate principal amount of the Notes, together with accrued and unpaid interest on the Notes from and including the date of settlement up to but not including the date of the special mandatory redemption.

The Company will file in Canada a prospectus supplement for this issue pursuant to its amended and restated short form base shelf prospectus dated August 29, 2013. Details of the offering will be set out in the prospectus supplement, which will be available on the SEDAR website at www.sedar.com.

The Series 2019 Notes and Series 2023 Notes have not been and will not be registered under the United States Securities Act of 1933 and may not be offered, sold or delivered in the United States or to U.S. Persons absent registration or an applicable exemption from the registration requirement of such Act. This news release does not constitute an offer to sell or a solicitation to buy the Series 2019 Notes and Series 2023 Notes in the United States.

About Loblaw Companies Limited

Loblaw Companies Limited, a subsidiary of George Weston Limited, is Canada's largest food retailer and a leading provider of drugstore, general merchandise and financial products and services. Loblaw is one of the largest private sector employers in Canada. With more than 1,000 corporate and franchised stores from coast to coast, Loblaw and its franchisees employ approximately 134,000 full-time and part-time employees. Through its portfolio of store formats, Loblaw is committed to providing Canadians with a wide, growing and successful range of products and services to meet the everyday household demands of Canadian consumers. Loblaw is known for the quality, innovation and value of its food offering. It offers Canada's strongest control (private) label program, including the unique President's Choice^®, no name^® and Joe Fresh^® brands. In addition, the Company makes available to consumers President's Choice Financial^® services and offers the PC^® points and PC Plus™ loyalty program. For more information, visit Loblaw's website at www.loblaw.ca and Loblaw's issuer profile at www.sedar.com.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Loblaw's current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Loblaw's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, changes in economic and market conditions, and other risks and uncertainties discussed in the Company's materials filed with the Canadian securities regulatory authorities from time to time, including the Enterprise Risks and Risk Management section of the Management's Discussion and Analysis ("MD&A") and the MD&A included in the Company's 2012 Annual Report - Financial Review and the Risk Factors sections of the prospectus supplement to be filed on SEDAR and the amended and restated short form base shelf prospectus dated August 29, 2013. Loblaw does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE: Loblaw Companies Limited

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