With the major national brands now pretty much out of the market, Netherlands-based international food retailing and food services company Ahold said today it will launch a tender offer for all the remaining outstanding voting shares in Skokie, IL-based Internet grocer Peapod Inc. With the demise of Webvan last week, Peapod and its spin-off NetGrocer are the only remaining national brands of online grocery retailers. NetGrocer, however, delivers via UPS and only packaged goods.

The company said the approximately $35 million transaction is to be followed by a merger of Peapod with a subsidiary of Ahold. Ahold currently holds a 58% stake in Peapod. The company is offering $2.15 per Peapod share. Peapod`s Board of Directors has approved the Ahold tender offer, which is expected to be completed in the third quarter. Following completion, Peapod will be delisted from NASDAQ.

The offer price represents a premium of 72% over the closing price of Peapod shares on Friday. The acquisition proposal was made in response to a specific request from a special committee of independent directors designated by the Board of Directors of Peapod that had been established to consider various financing alternatives.

“We are convinced that the web-based grocery business combined with our store network under strong local brands will prove to be a powerful concept to attract and retain loyal customers,” said Michiel Meurs, Ahold`s CFO, who also is in charge of e-commerce.

Ahold has online shopping operations in The Netherlands, Sweden, Norway, Argentina and Guatemala and the U.S. with annualized sales of approximately 250 million euros. Peapod was founded in Chicago in 1989. It serves 120,000 customers in Chicago, Boston, southern Connecticut, Washington, DC and Long Island. The company generated 2000 sales of $93 million and first-quarter 2001 sales of $24.9 million.