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”I am sometimes asked who is my favorite actress, among those I have directed.
I always dodge the question by explaining that I have to continue living in Hollywood.
But if the tortures of the inquisition were applied and an answer extracted from me,
I would have to say that I have never worked with an actress who was more co-operative,
less temperamental, and a better workman, to use my term of highest compliment, than Barbara Stanwyck.
I have directed, and enjoyed working with, many fine actresses, some whom are also good workmen;
but when I count over those of whom my memories are unmarred by any unpleasant recollection of friction on the set or unwillingness to do whatever the role required or squalls of temperament or temper,
Barbara’s name is the first that comes to mind,
as one whom a director can always count to do her work with all her heart.”
- Cecil B. DeMille
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“The best way to control the opposition is to lead it ourselves.”
― Vladimir Lenin
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11. d12, 2012
The Biggest Conspiracy No One Will Notice
If the general public were to properly understand the implications of this scandal the repercussions would be enormous. However, properly explaining it to those that have so far viewed conspiracy theories with disdain, ridicule and/or lack of interest, will prove an enormously difficult challenge. Mostly because these people will not listen, and even if they did they would probably not understand why this is such an important discovery. Regardless, I must try, as this propaganda theater must be stopped. We are being portrayed as crazy, paranoid, angry and even violent, and to most people, it is working like a charm. Thanks primarily to one man, who plays the role to perfection.
Imagine if it had turned out that Batman had been financed and supported by the Joker. Now that wouldn?t make much sense would it? Why would the Joker support his biggest nemesis? Let?s imagine that this was proven and that you just needed to make sense of it anyway. Well, that would mean that Batman was serving a purpose, beneficial to the Joker. This much is obvious. We could then go down the road of trying to discover what that purpose was. Perhaps he always makes sure the Joker gets away at the last moment and succeeds with his plans, perhaps he eliminates potential rivals. At any rate, this would be a very comfortable position for the Joker to be in. The person that people counted on to stop him would have absolutely no genuine inclination to do so.
Now, am I claiming that Osama Bin Laden was actually funded and supported by the CIA? Of course he was, but that is not the point of this article. It is much worse than that, and besides, who hasn?t heard that "theory" by now anyway?
Meet Alex Jones
If you are even remotely into conspiracy theories of any sort you will know who this guy is. If you don?t, chances are there is a huge gap between our view of the world and a lot of the information I present here will be met with cognitive dissonance (denial). He hosts a nationally syndicated radio and is the man behind two of the largest conspiracy websites in the US, Alex Jones' Infowars: There's a war on for your mind! and Prison Planet.com, both of which produce millions of hits a month. He has produced over 20 documentaries, held lectures and organized protests. He has been credited for predicting that Osama Bin Laden would be used as a patsy to conduct terrorist acts within the United States to further the agenda of the New World Order. VIDEO. He also famously broke into the Bohemian Grove to record a ritual called the Cremation of Care at a gathering of powerful individuals. VIDEO
However, there is a twist. This guy, and all of his activities is funded and scripted by the CIA through a company called Stratfor. This is no longer just a theory. This is now a provable fact.
I suspected this back in 2008, my suspicion was so strong that I wrote an entry on the David Icke forum titled "Isn?t it time we acknowledge that Alex Jones is a CIA agent" - To my astonishment the submission was moved to a subforum called "conspiratainment" - Implying that the post is somehow not intended to be taken seriously.
I was effectively being censored on a forum that supposedly champions open debate. Also I was attacked by multiple accounts where all of my posting history was subject to scrutiny. I was accused of being a shill and after my interaction with these accounts I was certain that these people had absolutely no intention of anything else than attacking and discrediting me. The post has now been removed from the site completely and I have know way of recovering it, so you?ll just have to take my word for it.
Now lets look at the hard evidence, this has just come to light very recently and is the ultimate proof of what I had suspected. As you will see, this is merely the smoking gun in a case that was already pretty solid against AJ.
However, in writing this article I face a massive challenge. My concern is that noone will notice this because of the following problems.
Nr.1 - Most of the people who have succumb the mainstream hypnosis will not know or care who Alex Jones is. Intuitively they will dismiss this article as conspiracy tainted and not make any attempt to logically assess the material in it. Even if they did they would lack a lot of background information necessary to understand the implications of these developments. Finally even if I could convince them that he is in fact a paid agent, they would not realize how this uncovers the true depth of the psychological warfare being waged against us.
Nr.2 - Many of those who have overcome the mainstream hypnosis will have an emotional attachment to Alex and may credit him for opening their eyes. Many use his sites to navigate for information and will not notice this information if it never gets posted there. These people might denounce me as a shill and defend Alex with vigor without ever properly investigating these facts.
Before we look at the scandal that recently confirmed my suspicion, we need to do a tiny bit of background work. This game of connection has only 5 chains so it should not be to complicated. It goes CIA - TRAPWIRE - STRATFOR - MOLLY MARONEY - ALEX JONES
Trapwire is the largest, scariest, minority report, orwellian dystopian nightmare surveillance system the world has ever seen. It uses footage from cctv cameras combined with facial recognition technologies to keep track of us, under the guise of protecting us from terrorism. Stratfor is a private intelligence company that recently came under scrutiny after wikileaks hacked their e-mails revealing details of their collaboration with TrapWire. Read more about it here and here
Stratfor describes Trapwire as "a unique, predictive software system designed to detect patterns of pre-attack surveillance and logistical planning" - It is also noted in the article that Trapwire was founded by former CIA agents. Stratfor was founded by George H. Friedman, his biography is here and his affiliations with the government, military and notorious think tanks such as the RAND corporations should not come as a surprise.
Now, as scary as all of this may sound in isolation, this is only intended so that when you watch this next video, you will realize how damaging to Alex Jones this connection really is.
THIS VIDEO IS VITAL TO THE MESSAGE IN THIS ARTICLE
To sum up the contents, Tila Tequila was asked to be on the Alex Jones show, but her appearance was cancelled at the last moment. The person who made this video complained to infowars that they didn?t let her on and got a response from a Molly Maroney, the editor in chief of infowars magazine. She decided to google the name and found out that this person had previously worked STRATFOR. Her efforts to ask Alex about this alarming connection were then censored repeatedly on his websites.
Now, understand, there may be a lot of conspiracy theories floating around out there, but this simply is not one of them. We are talking about straight up facts.
Think about it, why would the largest conspiracy site on the web hire a former employee of an intelligence company with a close connection to the CIA and the most comprehensive surveillance systems in history? Did they forget to check her resum?? Or is there something far more sinister at play here?
Stratfor was founded in 1996 in Austin Texas. source
Alex Jones began his career in 1996 in Austin Texas. source
It is interesting to note also that the article sourced above states that Stratfor is commonly referred to as the private CIA.
And when we consider the implications of this, we have to ask ourselves another question. Regardless of what you may think about conspiracy theories in general, why would the CIA, a tool of the US government, pay a guy to shout everywhere he can as loud as he can that 9 11 was an inside job? As an example. Why would they want a guy all over the internet, raging against them and pointing out their lies and crimes? Wouldn?t that be against their interest? Apparently, it is not, and there are many clear reasons why as we shall see.
CONTROLLED OPPOSITION
Control the head, and you control the body. This is how the richest people in the world manipulate entire economies in a pyramid scheme called banking. That is how they have always done it and will continue to until it stops working.
Here is the key argument I want to come across in this article. If the main conspiracy theories that Alex Jones advocates have no merit to them, then his purpose as a CIA agent would serve no logical or seemingly beneficial purpose. However, if they are true, he would serve a very specific and vital purpose.
The purpose of the Alex Jones show seems to be as follows
1. To act as a gatekeeper of accepted doctrines within the conspiracy community
2. To gather intelligence of activists and independent researchers
3. To easily identify and get a list of dissenters
4. Maintain a sense of paranoia, fear and desperation in the awakened public
5. Be repelling to the point of obnoxious for the average person
6. Be right about many issues, but wrong about other issues, hence manipulating further the realm of debate
7. Discrediting damaging information by association
8. Be gentle when it comes to Israel
9. To attack other conspiracy researchers, and in many cases, accusing them of being CIA agents
10. To be a fucking dick
Now, I?m not saying that he is a dick, because that would mean I think he is being himself. He?s not, it?s an act. He?s a paid actor, he is just doing his job. You have to pay the rent somehow, right?
I started becoming suspicious of Alex when he started his campaign against the Zeitgeist films. His biggest concern was that he didn?t like the way the films exposed the christian religion as a fraud, and complained that it was anti-capitalistic and utopian. But mostly it was because when he interviewed Peter Joseph he was just so annoying, I?m not kidding, I?m talking Eric Cartman level of stupid and annoying. And his tactics felt very manipulative and trained, it didn?t feel like an honest debate.
You can listen to it here, he starts out very polite and says he agrees with 90 percent of the film but then goes on to attack almost every point made in the film.
I then found this clip from Bill Cooper where he exposes how Alex uses blatant fear mongering and false reporting on the 31st of december 1999. I listened to it and it is just flat out ridiculous. At one point he claims that Putin is about to launch a nuclear bomb on the US.
THIS VIDEO IS VITAL TO THE MESSAGE IN THIS ARTICLE
There are 6 parts but you can find the rest through the link on youtube
Bill Cooper was then murdered by the police, eliminating his biggest competitor, someone who had tried to out him as a fraud and a fear mongerer, and the man who predicted that there would be a staged attack in the US to start a major war against civil liberties. This was in June of 2001, he was killed in October.
Alex has since taken credit for predicting the attacks, which he in fact did in July 2001. a month after Bill did. But to be completely fair, Alex has used every opportunity he has had to predict mayhem, war, biological false flag attacks, the plunging of the dollar and other similar doomsday plots since the start of his show. Here is a compilation of his most bizarre and extreme predictions, all of which were very specific and none of which came true.
THIS VIDEO IS VITAL TO THE MESSAGE IN THIS ARTICLE
Are you starting to understand why this would prove beneficial to those who have a direct gain from getting people disassociated from conspiracy theories? Those who come across this video online will only be reinforced in their view that conspiracy thoeorists are stupid, annoying and wrong. Sadly, this is how most people feel.
He also generally gives the impression of someone in a volatile psychological condition. Here he starts crying, or more accurately he pretends to be crying, on air
THIS VIDEO IS VITAL TO THE MESSAGE IN THIS ARTICLE
Then there was the time he got beat up in the parking lot of his radio show after challenging said person to fight him. He subsequently claims he was attacked by 4 knife wielding terrorists for his political views. Despite not having any cuts, he also made up the charge that the person who beat him up had child pornography and allegedly threatened the man with his friends from the FBI. More on this story here
Then there was the time he suggested hanging his enemies in public squares. Pretty intense.
This is the sort of rhetoric that helps the elite portray those concerned about conspiracies as potentially dangerous and violent people, when nothing could be further from the truth.
Then there was the time he voiced his support for Israel. Here
Then there is the way he completely loses it... so many examples but just to name a few:
wow...
dude...
getting angry about bieber
These are just a few examples. Here he is censoring and attacking a person for calling him out on his lenient stance on Israel. His arguments should sound insane for anyone who knows the true power of Israel and the extent of their oppression. Listen here
If this isn?t enough, then how about the time he tried to interrupt the occupy movement when it was gaining global momentum, and replace it with his personally patented occupy the fed. This is a classic case of divide and rule.
THIS VIDEO IS VITAL TO THE MESSAGE IN THIS ARTICLE
I hope you understand fully now. This stereotypical hillbilly hooligan is there to disrupt, divide and discredit the truth movement as a whole. Anyone who thinks his presence is justified for allegedly waking a lot of people up is simply wrong, he has done a lot more damage than good. He is probably one of the primary reasons that the stereotype of a paranoid conspiracy lunatic is so persistent. He has done everything in his power to emotionally manipulate and misinform his followers.
He has produced more than 20 films. And the problem is that he mixes in enough truth to attract the following of those who have discovered it by themselves. After all, he appears to be successful at what he does, and very prolific. How can you not route for the guy? He is exposing 911, JFK and all these other things that need to be exposed. I mean, sure, his methods may be a bit controversial, but he sure gets a lot of attention and has even made it to CNN and FOX.
Well, now you know why.
The revelation that a member of his staff was directly involved with a CIA connected propaganda campaign is not merely suspicious, it is an absolute smoking gun, and a crucial mistake on their part.
His presence in the alternative media ensures the status quo. He must be toppled from his stature as the self proclaimed king of conspiracy theories. We must stop sharing and distributing his material. We must use every chance we have to expose him. It does not matter how much of the information he presents is accurate, his presentation of it is carefully scripted to discourage people from believing it, and pointlessly infuriate or scare those who do.
This proves that the psychological warfare employed against us is much more sophisticated than most would suspect. It is interesting to see what is being done online, as part of this same campaign of disinformation.
Social media trolling
With the rise of online social media an unprecedented opportunity arose for the CIA and other similar institutions to vastly expand their propaganda warfare. Donald Rumsfeld spoke of the urgent need for this in a speech in 2006
Full speech here
Our U.S. Central Command, for example, has launched an online communications effort that includes electronic news updates and a links campaign that has resulted in several hundred blogs receiving and publishing Centcom content.
The U.S. government will have to develop an institutional capability to anticipate and act within the same news cycle. That will require instituting 24-hour press operation centers, elevating Internet operations and other channels of communication to the equal status with the traditional 20th Century press relations.
It?s been 6 years and they have made a lot of so called progress since. It is now estimated that roughly 83 million fb accounts are fake. SOURCE Anonymous hacked e-mails from HBGary Federal revealing a massive operation employing hundreds of people, each with multiple social media accounts for various propaganda purposes. A story about this can be found here A thorough review is recommended.
Israel openly pays student to post propaganda. See here
These people got paid to edit wikipedia in a pro-zionist fashion. See here
The US military creating fake online personas to spread propaganda. See here
Here is the story of one person who confessed that he had participated in these type of activities. See here
A good summary of these tactics can be seen here
There is a ton of information regarding this type of activity online but I will not spend more time on this here. The point is that these people are everywhere and they are employing every trick in the book to discredit and marginalize those who speak truth to power. And it is working. They will often pretend to agree with conspiracy theories but then go on to discredit themselves by stating something outrageous. This is called black propaganda and it is the essence of what Alex Jones is being used for.
Black propaganda from wikipedia
Black propaganda is false information and material that purports to be from a source on one side of a conflict, but is actually from the opposing side. It is typically used to vilify, embarrass or misrepresent the enemy.[1] Black propaganda contrasts with grey propaganda, the source of which is not identified, and white propaganda, in which the real source is declared and usually more accurate information is given, albeit slanted, distorted and omissive. Black propaganda is covert in nature in that its aims, identity, significance, and sources are hidden.
This technique has been used over and over throughout history and it?s effect is truly powerful.
There is a traitor in our midst and he has done more than enough damage as it is. We must expose him and condemn him. Also we would do well in realizing what it is that he doesn?t talk about, as that will give us clues as to what it is the elite doesn?t want us thinking too much about.
Is there a chance you have been consciously as well as subliminally programmed to form a negative stereotype of those who advocate conspiracy theories. It is certain that you have, now some of the more intelligent of you have surpassed this emotional manipulation through the application of logic related to available facts, but not everyone has the mental capacities to do this. But millions of people fall for this. Hollywood and mainstream entertainment also does it?s part in reinforcing these stereotypes, demonstrated by how many examples of a popular TV character you can find that is portrayed as an intelligent believer of conspiracy theories. I can only think of one, Huey Freeman from the Boondocks, a pleasant exception.
Now, only time will tell if Alex continues to ignore these allegations or if he will confront them in any manner. It is up to us, who are experienced in the field of conspiracy research to actively expose this and to be able to make this one more leap in paradigm, one that is necessary to realize how many of us have been duped, yet again. There is a war on for your mind, in which Alex is a double agent. This is now clear. This reminds me of a South Park episode where the 911 conspiracy theories are the subject, and in the show it turns out that the government is financing the conspiracy websites, which seem to be a spoof of Alex Jones and his network.
Stan could not understand why the government chose to do this. Perhaps if he knew that the conspiracy theories are true, he would realize why something like this was necessary for the conspiracy to be successful. And maybe we will now understand why so many of our attempts to expose it have thus far failed.
Here is a short article concerning some of these topics that connects Alex with the death of Andrew Breitbart.
Since my article on this subject is a bit long I?ve made this small online poster summarizing it?s message that can be easily circulated.
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A 62-year-old man looking for a wife on a TV dating show stunned the host and studio audience by revealing that he had murdered his first wife and later killed a lover with an ax during an argument.
Sefer Calinak casually mentioned his complicated history with women while appearing this week on Flash TV's The Luck of The Draw, the Turkish newspaper Hurriyet Daily News. tweeted Thursday.
He was quick to add, however, that he is now "honest person looking for a new wife."
Calinak said he had eloped with his first wife, who was also his cousin, when they both 17 after the girl's family tried to force her to marry a widower. He said things changed after they lived with his family for five months.
"Her behavior changed. The nephew of the man who wanted to marry her started to come to our village. I was jealous and I killed her, in a way," ?alınak said, according to the newspaper.
Calinak said he was freed from prison in an amnesty after serving more than four years on a 13-year prison term.
After remarrying, he separated from his second wife, with whom he had two children, the newspaper says.
He then began an affair with a married woman, Coquette, who reneged on a promise to divorce her husband for him.
The couple got in an argument, and he was defending himself with an ax while standing behind a door.
"I killed her after she tried to kill me," he said. "She was accidentally killed when I swung the ax."
This time he served a six-year term before he was freed in another in another amnesty.
At this point, the host of the program asked Calinak to leave, but he kept insisting he was a victim of "destiny."
"Bad luck always found me," he said. "In spite of everything I still want to get married. This time I'll leave it to God. "
G?zde Kurt, the show's producer, told the daily Milliyet newspaper that ?alınak had acknowledged before the program that he had murdered someone, but he was allowed to appear because he had served his legal sentence.
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“Well, again, headlines notwithstanding,
I’ve never disputed that the climate is changing,
and I’ve pointed out that climate to some extent is always changing,
it’s never static.”
- Rubio
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3-2 Bravo: "Goliath, this is 3-2 Bravo, we have a man down, I repeat, we have a man down! Requesting CAS-EVAC. How copy? Over."
Goliath: "Solid copy 3-2 Bravo, negative on CAS-EVAC, do what you can. Out."
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எந்திரன்
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my cooking is not that bad!
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I was early taught to work as well as play,
My life has been one long, happy holiday;
Full of work and full of play?
I dropped the worry on the way?
And God was good to me everyday.
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Southwestern Pan-Seared Corn
Related recipes: Salads, Side Dishes, Dairy-Free, Egg-Free, Low-Calorie , Vegan
Southwestern Pan-Seared Corn: Main Image
From: California Olive Board
Quick Facts
Servings: 4
Cook Time: 15 min.
Sides & Desserts
Wine Pairings
Saut?ed corn and peppers make a quick side dish with robust Southwestern flavor.
Ingredients
2/3 cups red bell peppers, diced
2 2/3 cups corn kernels
1/2 cup red onions, diced
1 Tbs vegetable oil
1/2 cup poblano peppers, diced
1/2 tsp cumin, ground
2/3 cup olives, sliced
3 Tbs cilantro, chopped
1 1/2 tsp lime juice
1/2 tsp salt
Directions
Heat oil in a large saut? pan over high heat. Add corn just before oil begins to smoke and saut? for 2-3 minutes until lightly browned.
Place corn in a large mixing bowl and set aside. Pour bell peppers, onions and poblanos into saut? pan and cook for 5 minutes over high heat, stirring occasionally. Add cumin and continue to cook for 1-2 minutes. Turn heat down to low, stir in remaining ingredients and toss with corn.
Nutrition Facts
Calories 172
Calories from Fat 59 (34%)
(11%)Total Fat 7g
(4%)Saturated Fat 1g
Polyunsaturated Fat 2g
Monounsaturated Fat 2g
(0%)Cholesterol 0mg
(21%)Sodium 493mg
(10%)Potassium 333mg
Total Carbohydrate 28g
(18%)Dietary Fiber 5g
Sugars 5g
Sugar Alcohols 0g
(8%)Protein 4g
* Percent Daily Values are based on a 2,000 calorie diet.
Nutrition facts are calculated by a food expert using nutritional values provided by the USDA for common products used as recipe ingredients. Actual nutritional values may differ depending on the amounts or products used and can be affected by cooking methods.
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Merger Will Lead to an Enhanced Shopping Experience, Including Lower Prices for Customers
Safeway Shareholders Expected to Receive Total Value Estimated at $40 Per Share
Cash of $32.50 per share, plus other contingent consideration with an estimated value of $3.65 per share; Blackhawk shares with a recent value of $3.95 per Safeway share to be distributed in a separate transaction to Safeway shareholders in mid-April
PLEASANTON, CA and BOISE, ID — March 6, 2014—Safeway Inc. (NYSE: SWY) and Albertsons announced today a definitive agreement under which AB Acquisition LLC (“AB Acquisition”) will acquire all outstanding shares of Safeway (the “Merger”). The merger agreement was unanimously approved by the Board of Directors of Safeway.
AB Acquisition is the owner of Albertson’s LLC and New Albertson’s, Inc. (collectively “Albertsons”) and is controlled by a Cerberus Capital Management, L.P. (“Cerberus”)-led investor group, which also includes Kimco Realty Corporation (NYSE:KIM), Klaff Realty LP, Lubert-Adler Partners LP, and Schottenstein Stores Corporation.
As a result of the Merger, plus other actions to be taken by the Safeway Board of Directors as described below, including the separate sales of certain other primarily non-core assets, and the distribution of Blackhawk shares, Safeway shareholders are expected to receive total value estimated at $40 per share.
Albertsons’ Chief Executive Officer Bob Miller stated, “This transaction offers us the opportunity to better serve customers by adapting more quickly to evolving shopping preferences in diverse regions across the country. It also brings together two great organizations with talented management teams. Robert Edwards and his team have done an outstanding job in positioning Safeway’s core business for success, by investing in its stores and creating innovative strategic marketing programs that contribute to shareholder value. Working together will enable us to create cost savings that translate into price reductions for our customers. Together, we will be able to respond to local needs more quickly and deliver outstanding products at the lowest possible price, more efficiently than ever before.”
“This Merger is one of several actions we have taken in recent months as a result of our strategic business review. The combined value of the transactions described above is expected to deliver a premium to Safeway’s shareholders of 72% from one year ago, and 56% over the share price six months ago,” said Robert Edwards, President & Chief Executive Officer of Safeway Inc. “Safeway has been focused on better meeting shoppers’ diverse needs through local, relevant assortment, an improved price/value proposition and a great shopping experience that has driven improved sales trends. We are excited about continuing this momentum as a combined organization. We look forward to working with Bob Miller and the rest of the Albertsons team as we proceed together on a path towards becoming an even stronger organization.”
Value to Safeway Shareholders
Under the merger agreement, Safeway shareholders will receive $32.50 per share in cash. Additionally, shareholders will have the right to receive pro-rata distributions of net proceeds from primarily non-core assets with an estimated value of $3.65 per share. The proceeds are from:
(1) The sale of the assets of real-estate development subsidiary Property Development Centers, LLC (“PDC”) comprised of its shopping center portfolio including certain related Safeway stores, and
(2) The monetization of its 49% equity interest in Mexico-based food and general merchandise retailer Casa Ley, S.A. de C.V. (“Casa Ley”).
If the sales of PDC and/or Casa Ley are completed prior to the closing of the Merger, the net proceeds from these sales will be paid to shareholders at or before the closing of the Merger in a special dividend. If the PDC sale and/or Casa Ley sales are not completed by the closing of the Merger, Safeway shareholders will receive a non-transferable contingent value right (a “CVR”), which will provide shareholders with their pro-rata share of the net proceeds from the PDC and/or Casa Ley sales, as applicable, subject to the terms and conditions of the CVRs. The PDC CVR will have a two-year term. The Casa Ley CVR will have a four-year term. If Safeway is unable to sell Casa Ley before the four-year expiration of the CVR, shareholders would receive a cash distribution equal to the after-tax fair market value of Safeway’s interest in Casa Ley at such time. There can be no assurances that Safeway will be able to sell either or both of PDC or Casa Ley.
Distribution of Blackhawk Shares
The Merger does not alter Safeway’s previously announced plan to distribute the remaining 37.8 million shares of Blackhawk stock that it owns to its shareholders in mid-April and prior to the completion of the Acquisition. Safeway’s shares of Blackhawk are contemplated to be distributed pro-rata to the shareholders, with a current value of $3.95 per Safeway share based on the closing price of Blackhawk’s common stock of $25.06 per share on March 5, 2014 and a diluted share count at Safeway of approximately 235 million shares. The final ratio and the value of the Blackhawk shares will be determined at the time of the distribution and will depend on the market value of Blackhawk at that time and the number of diluted Safeway shares. The Blackhawk distribution is not dependent upon the completion of the Acquisition, and is being undertaken for independent business reasons. The Blackhawk distribution is intended to maximize the value of Safeway’s long-term investment in Blackhawk, which the Board determined to be in the best interests of Safeway, Blackhawk, and the shareholders of both companies.
In connection with the completion of the Merger, it is expected that Safeway’s distribution of Blackhawk shares will be taxable to Safeway and Safeway’s shareholders. AB Acquisition will assume the corporate tax on the distribution of Blackhawk shares to Safeway’s shareholders. It is also anticipated that there will be a step up in Blackhawk’s tax basis in assets which could generate approximately $30 million in cash tax savings per annum for Blackhawk. On a present value basis over 15 years, this tax savings, resulting from future tax deductions, is valued at approximately $4.50 per Blackhawk share and $0.70 per Safeway share.
Stock Price Premium
The combined value for Safeway shareholders who receive both a distribution of Blackhawk shares and the aggregate cash and contingent consideration in the Merger, based on Safeway’s current estimates of the value of the contingent consideration, would represent a premium of 72 percent over Safeway’s closing share price of $23.27 on March 6, 2013, one year ago; 56 percent over Safeway’s closing price of $25.62 on September 6, 2013, six months ago; and 17 percent over Safeway’s closing share price of $34.10 on February 18, 2014, the day before Safeway announced it was in discussions regarding a potential sale of the company.
About the Combined Company
The Merger will create a diversified network that includes over 2,400 stores, 27 distribution facilities and 20 manufacturing plants with over 250,000 dedicated and loyal employees. No store closures are expected as a result of this transaction. Bob Miller, Albertsons current Chief Executive Officer, will become Executive Chairman. Robert Edwards, Safeway’s current President and Chief Executive Officer, will become President and Chief Executive Officer of the combined company.
Banners will include Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Albertsons, ACME, Jewel-Osco, Lucky, Shaw’s, Star Market, Super Saver, United Supermarkets, Market Street and Amigos.
The Merger will enable Albertsons and Safeway to implement operational best practices in order to offer customers an enhanced shopping experience and more competitive prices, while enabling the combined company to pursue industry-leading customer service in an increasingly competitive and dynamic marketplace. Realizing substantial cost savings will allow for investments that are expected to benefit customers, including price reductions as well as store remodels and refurbishments. The diversified network of retail assets, associated distribution centers and manufacturing assets will allow for a broader assortment of products, a more efficient distribution and supply chain, enhanced fresh and perishable offerings, and expanded private label alternatives for customers.
“Albertsons has successfully transformed underperforming retail grocery stores into strong performers by focusing on enhancing the local customer experience,” said Lenard Tessler, Co-Head of Global Private Equity and Senior Managing Director at Cerberus. “Similarly, Safeway has consistently provided outstanding value and customer service throughout the communities it serves. Combining these strong management teams will strengthen the ability of Safeway and Albertsons to deliver on a shared commitment to offering customers higher quality products at lower prices, which will undoubtedly yield positive results for all stakeholders in the business.”
Timing and Closing Conditions
The Merger is expected to close in the fourth quarter of 2014 following the satisfaction of customary closing conditions, including approval of the Merger by the holders of a majority of the outstanding shares of Safeway common stock and regulatory approvals including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Under certain circumstances, if the Merger fails to close, AB Acquisition would be required to pay Safeway $400 million.
Regular Quarterly Dividends
The merger agreement allows Safeway to pay its regular quarterly dividends over the next 12 months, prior to closing, and to increase the dividend within certain limits, assuming the deal is closed during that time period. If the deal is not closed within 12 months, Albertsons can extend the merger agreement by an additional three months under certain circumstances. During the extended time, Safeway would not be permitted to pay a dividend to its shareholders but shareholders would receive additional cash consideration equal to 6% per annum on the $32.50 per share cash price for the number of days that pass during the three month extension until closing.
Acquisition Funding
AB Acquisition plans to fund the Merger in part with debt financing of approximately $7.6 billion, equity contributions from its current investors and their affiliates, partners and co-investors of approximately $1.25 billion, and cash on hand of Safeway. Safeway’s existing indebtedness is contemplated to be repaid at closing, other than capital leases and the company’s 5.00% Senior Notes due 2019, 3.95% Notes due 2020, 4.75% Senior Notes due 2021, 7.45% Debentures due 2027 and 7.25% Debentures due 2031.
Go-Shop Period
The merger agreement includes a so-called “go-shop” period, during which Safeway, with the assistance of Goldman Sachs, its financial advisor, will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals. The initial go-shop period is 21 days. For a 15-day period following the termination of the go-shop period, Safeway will be permitted to continue discussions and enter into or recommend a transaction with any person that submitted a qualifying proposal during the 21-day period. A successful competing bidder who makes a superior proposal during the go-shop period would bear a $150 million termination fee. For a competing bidder who did not qualify during the go-shop period, the termination fee would be $250 million. There can be no assurance that this process will result in a superior proposal. Safeway does not intend to disclose developments with respect to the solicitation process unless and until its Board has made a decision with respect to any potential superior proposal.
Advisors
Goldman, Sachs & Co. served as financial advisor to Safeway in connection with the Company’s strategic review and the transactions. Greenhill & Co. has also served as financial advisor to Safeway. Latham & Watkins LLP served as Safeway’s outside legal counsel. Citigroup, lead financial advisor, Bank of America Merrill Lynch and Credit Suisse served as financial advisors to Albertsons, Cerberus and the investor group. Schulte Roth & Zabel LLP served as lead outside legal counsel to Albertsons, Cerberus and the investor group, and Dechert LLP, Schulte Roth & Zabel LLP and Baker Botts LLP served as outside legal counsel on antitrust matters.
Property Development Centers and Casa Ley
Formed in 2008, PDC is a wholly owned subsidiary of Safeway Inc., engaged in retail shopping center development and capitalizing on Safeway’s core real estate competency. PDC projects are concentrated in Safeway’s urban and suburban markets, and are predominantly located in California and Hawaii. PDC’s portfolio consists of 25 properties with an estimated three million square feet, and is comprised of 11 operating assets, nine projects under construction, and five projects in the due diligence and entitlement phases. Safeway will soon be initiating a process to sell PDC.
Safeway owns 49% of Casa Ley, the fifth largest food and general merchandise retailer in Mexico based on sales. Casa Ley is a private company, and does not publicly disclose financials. Safeway has begun discussions with the majority owners of Casa Ley regarding a potential sale of Safeway’s interests.
On a combined basis, the value of the CVRs is estimated in the range of $3.45 to $3.85 per share. The estimated values for PDC and Casa Ley are based on analyses that Safeway has performed with the help of financial advisors, valuations from independent third parties and market information. The actual net after-tax proceeds received upon a sale could vary substantially from these estimates.
Investor Conference Call
This announcement will be discussed on a conference call with analysts and investors, which is scheduled at 5:00 p.m. Eastern Time today. The call will be webcast live at www.Safeway.com. A replay of the call will be archived at www.Safeway.com. To access the website replay, go to the “Investors” link and click on “Presentations and Webcasts.”
About Safeway Inc.
Safeway Inc., which operates Safeway, Vons, Pavilion’s, Randall’s, Tom Thumb, and Carrs stores, is a Fortune 100 company and one of the largest food and drug retailers in the United States with sales of $36.1 billion in 2013. The company operates 1,335 stores in 20 states and the District of Columbia, 13 distribution centers and 20 manufacturing plants, and employs approximately 138,000 employees. The company’s common stock is traded on the New York Stock Exchange under the symbol SWY. For more information, please visit www.Safeway.com.
About Albertsons
Established in 2006, AB Acquisition LLC (“Albertsons”), which operates ACME, Albertsons, Jewel-Osco, Lucky, Shaws, Star Market and Super Saver, and stores under the United Family of stores, Amigos, Market Street and United Supermarkets, is working to become the favorite food and drug retailer in every market it serves. The company is privately owned by Cerberus Capital Management, Kimco Realty Corporation, Klaff Realty, Lubert-Adler Partners, and Schottenstein Stores Corporation, and operates 1,075 stores and 14 distribution centers in 29 states and employs approximately 115,000 associates. For more information, please visit www.Albertsons.com.
About Cerberus Capital Management, L.P.
Established in 1992, Cerberus Capital Management, L.P. is one of the world’s leading private investment firms. Cerberus has more than US $25 billion under management invested in four primary strategies: distressed securities & assets; control and non-control private equity; commercial mid-market lending and real estate-related investments. From its headquarters in New York City and large network of affiliate and advisory offices in the US, Europe and Asia, Cerberus has the on-the-ground presence to invest in multiple sectors, through multiple investment strategies in countries around the world.
Additional Information and Where to Find It
This document may be deemed to be solicitation materials in respect of the proposed acquisition of Safeway by AB Acquisition. In connection with the proposed merger transaction, Safeway will file with the SEC and furnish to Safeway’s shareholders a proxy statement and other relevant documents. This filing does not constitute a solicitation of any vote or approval. Shareholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed acquisition or incorporated by reference in the proxy statement because they will contain important information about the proposed acquisition. Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of Safeway’s filings with the SEC from Safeway’s website at http://www.Safeway.com or by directing a request to: Safeway Inc., 5918 Stoneridge Mall Road, Pleasanton, California 94588, Attention: Investor Relations.
Participants in the Solicitation
Safeway and its directors, executive officers and certain other members of management and employees of Safeway may be deemed “participants” in the solicitation of proxies from shareholders of Safeway in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Safeway in connection with the proposed acquisition will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about Safeway’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 28, 2013 and in its definitive proxy statement filed with the SEC on Schedule 14A on April 1, 2013.
Forward-Looking Statements
This press release contains certain forward-looking statements about the future performance of Safeway, including about the combined Safeway/Albertsons business (the “Combined Entity”). These statements are based on management’s assumptions and beliefs in light of the information currently available to it. These statements are indicated by words such as “expects,” “will,” “plans,” “intends,” “committed to,” “estimates” and “is.” No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither Safeway nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond Safeway’s control. These factors include: failure to obtain shareholder approval of the proposed merger; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; failure to consummate or delay in consummating the transaction for other reasons; changes in laws or regulations; and changes in general economic conditions. Among other things, the Combined Entity’s ability to achieve estimated price reductions from the transaction, as well as the timing of such reductions, will depend on the Combined Entity’s ability to integrate its businesses in a timely fashion, including realizing synergies anticipated by reduction of duplicative systems and processes. There is no assurance that any payments will be made with respect to the sales of PDC and/or Casa Ley, including with respect to the CVRs after the closing of the Merger. The right to receive any future payments with respect to the sales of PDC and/or Casa Ley, including with respect to the CVRs after the Closing of the Merger, will be contingent on a number of factors, including Safeway’s ability to sell all or a portion of PDC and/or Casa Ley, and the amount of after-tax net proceeds realized. If Safeway is unable to sell PDC prior to the second anniversary of the closing of the Merger, no payment will be made to Safeway shareholders with respect to PDC and the CVRs will expire valueless. If Safeway is unable to sell Casa Ley prior to the fourth anniversary of the Merger, Safeway shareholders will be entitled to receive the fair market value of Safeway’s interest in Casa Ley at that time. There can be no assurance as to the value of PDC and/or Casa Ley or that Safeway shareholders will receive the amount of after-tax net proceeds estimated in this press release, or any amount. Safeway undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information please refer to Safeway’s most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.
For Safeway:
Investors:
Christiane Pelz 925-467-3832 or Melissa Plaisance 925-467-3136
Media:
Teena Massingill 925-467-3810 or Brian Dowling 925-467-3878
For Albertsons:
Christine Wilcox 208-395-4163
[email protected]
For Cerberus Capital Management:
Cerberus Media Line, 212-891-1558
Peter Duda, 212-445-8213
[email protected]
Liz Cohen, 212-445-8044
[email protected]
