Safeway declares special stock dividend to spin-off Blackhawk

Safeway (SWY) announced that its board declared a special stock dividend to its stockholders of all of the 37.84M shares of Class B common stock of Blackhawk Network Holdings (HAWK) owned by Safeway, representing approximately 94.2% of the total outstanding shares of Blackhawk's Class B common stock and approximately 72% of the total number of shares of Blackhawk common stock of all classes outstanding. The date of distribution by Safeway of the special stock dividend is contemplated to be April 14. Blackhawk's Class A common stock presently trades on the Nasdaq Global Select Market under the symbol "HAWK." Shares of Blackhawk Class B common stock are not currently traded on any stock exchange but, upon completion of the spin-off, are expected to trade on the Nasdaq Global Select Market under the symbol "HAWKB." Blackhawk's Class B common stock has 10 votes per share, and Blackhawk's Class A common stock has one vote per share. The distribution by Safeway of the special stock dividend will be made on the Distribution Date to all Safeway stockholders of record on April 3. The distribution will take place in the form of a pro rata dividend of Blackhawk Class B common stock to each Safeway stockholder of record on the Record Date. As of March 21, Safeway had approximately 230.3M shares of its common stock outstanding. Accordingly, it is anticipated that Safeway stockholders will receive approximately 0.16 of a share of Blackhawk Class B common stock for every share of Safeway common stock held as of the Record Date, less any shares of Blackhawk Class B common stock withheld in respect of applicable withholding taxes. The final distribution ratio for the stock dividend will be calculated by dividing the number of shares of Blackhawk Class B common stock to be distributed by the number of shares of Safeway common stock outstanding on the Record Date. No fractional shares of Blackhawk stock will be distributed. Instead, Safeway stockholders will receive cash in lieu of any fraction of a share of Blackhawk stock that they otherwise would have received.