Grupo Gigante, S.A.B. de C.V. Commences Tender Offer and Consent Solicitation for its Outstanding 8.75% Senior Notes Due 2016

MEXICO CITY, Nov. 28 /PRNewswire/ -- Grupo Gigante, S.A.B. de C.V. (the "Company" or "Gigante") today announced that it has commenced a tender offer to repurchase any and all of its outstanding $260 million 8.75% Senior Notes due 2016 (the "Notes").

In conjunction with the tender offer, the Company also commenced a consent solicitation to eliminate or modify substantially all the covenants and certain events of default and to modify the provisions relating to defeasance of the Notes contained in the indenture governing the Notes (the "Proposed Amendments"). The tender offer and consent solicitation is being made pursuant to the Company's Offer to Purchase and Consent Solicitation Statement dated November 28, 2007 and the related Consent and Letter of Transmittal.

Holders who properly tender and deliver their consents to the Proposed Amendments on or prior to 5:00 p.m., New York City time, on December 11, 2007, unless extended or earlier terminated (the "Early Consent Date"), will be eligible to receive the total consideration with respect to the Notes, which includes an early consent premium equal to $20.00 per $1,000 principal amount of the tendered Notes.

The consideration for each $1,000 principal amount of Notes tendered and accepted for payment shall be the price equal to (i) rounded to the nearest cent, the sum of (a) 35% of the Equity Claw-back Price (as defined below) and (b) 65% of the Fixed Spread Price (as defined below), minus (ii) the early consent premium. The consideration referred to in clause (i) above is the total consideration, which includes the early consent premium for the Notes. The total consideration minus the early consent premium for the Notes is equal to the purchase price for the Notes.

The "Equity Claw-back Price" is equal to $1,087.50 per $1,000 principal amount of the Notes.

The "Fixed Spread Price" for each $1,000 principal amount of the Notes tendered shall be the price equal to the present value on the Settlement Date of $1,043.75 per $1,000 principal amount of the Notes (the redemption price payable for the Notes on April 13, 2011) and the present value of all scheduled interest payments on the Notes from the Settlement Date to April 13, 2011, based on the assumption that the Notes will be redeemed in full on April 13, 2011, discounted on the basis of a yield to April 13, 2011 equal to the sum of (x) the reference yield on the 4.875% Treasury Notes due April 30, 2011, plus (y) 75 basis points, minus accrued and unpaid interest from the last interest payment date to, but not including, the settlement date.

Holders who properly tender after the Early Consent Date but on or prior to the Expiration Date will be eligible to receive the purchase price for the Notes, which equals the total consideration less the early consent premium.

In addition, all holders of Notes accepted for payment will be entitled to receive accrued and unpaid interest in respect of such Notes from the last interest payment date prior to the settlement date to, but not including, the settlement date.

The tender offer will expire at 8:00 a.m., New York City time, on December 27, 2007, unless extended or earlier terminated (the "Expiration Date"). Settlement for all tendered Notes is expected to be promptly following the Expiration Date.

Consummation of the tender offer, and payment for the tendered Notes, is subject to the satisfaction or waiver of certain conditions, including the receipt from holders of at least a majority in aggregate principal amount of validly tendered Notes and the consummation of a strategic transaction by the Company.

Holders may withdraw their tenders and revoke their consents at any time on or prior to 5:00 p.m., New York City time, on December 11, 2007, unless extended or earlier terminated.

Holders who wish to tender their Notes must consent to the Proposed Amendments and holders may not deliver consents without tendering their related Notes. Holders may not revoke consents without withdrawing the Notes tendered pursuant to the tender offer.

Citi is acting as Dealer Manager (the "Dealer Manager") for the tender offer and the consent solicitation. The Depositary and the Information Agent is Global Bondholder Services Corporation.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer and the consent solicitation is being made only pursuant to the Company's Offer to Purchase and Consent Solicitation Statement dated November 28, 2007 and the related Consent and Letter of Transmittal.

Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 794-2200. Questions regarding the tender offer and the consent solicitation should be directed to the Dealer Manager at (800) 558-3745 (toll-free)or (212) 723-6108 (collect).

About Gigante

Gigante is the second largest food retailer according to number of stores in Mexico, the fourth largest in terms of sales in Mexico, and has other retail businesses and significant real estate holdings. Gigante is present in most of Mexico's 32 states with operations in Central America and the state of California in the United States. As of September 30, 2007, we operated 278 supermarkets, 151 Office Depot stores (through a joint venture), 167 Radio Shack stores (through a joint venture), 68 Toks and specialty restaurants, and seven Gigante USA stores. Gigante operates its retail stores through diverse formats which allow us to offer a wide variety of products to a broad range of customers.

Forward-Looking Statements

This release contains statements that are not statements of historical fact, but instead are forward-looking statements. The words "will," "may," "designed to," "outlook," "believes," "should," "anticipates," "plans," "expects," "intends," "estimates" and similar expressions identify these forward-looking statements. Because these forward-looking statements are also subject to risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements. We undertake no obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.