Casino Group: Disposal of Casino’s stake in Éxito Group
Disposal of Casino’s stake in Éxito
Group
Paris, 16 October 2023
Casino Group announces that its Board of
Directors approved on Friday, 13 October 2023 the execution of a
pre-agreement (“Pre-Agreement”) with Grupo Calleja, which owns the
leading grocery retailer group in El Salvador and operates under
the Super Selectos brand (the “Buyer”) for the sale of Casino’s
total equity interest in Almacenes Éxito S.A. (“Éxito Group”),
corresponding to 34.05 % of Éxito Group’s capital stock, in tender
offers to be launched by the Buyer in Colombia and in the United
States of America for the acquisition of 100% of the outstanding
shares of Éxito Group (including shares represented by American
Depositary Shares and Brazilian Depositary Receipts), subject to
the acquisition of at least 51% of the shares (“TO”).
Grupo Pão de Açucar (“GPA”), a Brazilian
subsidiary of Casino, which holds 13.31% of Éxito Group’s shares is
also party to the Pre-Agreement and agreed to sell its equity
interest in the TO.
The price to be offered in the TO is US$ 1.175
billion for 100% of the outstanding shares, equivalent to 0.9053
USD per share, of which US$ 400 million (corresponding to EUR 380
million on this date1) is for Casino Group’s direct equity interest
and US$ 156 million (EUR 148 million) is for GPA’s equity interest.
The offer price will be paid by the Buyer in cash.
The price per share will be reduced by any
extraordinary distribution of dividends or any other distribution,
payment, transfer of assets or similar transaction made by Éxito
Group, except for the ordinary dividends, between the date of the
Pre-Agreement and the date that the TO documents are filed with the
Financial Superintendency of Colombia (“SFC”).
The launching of the TO is subject to the SFC’s
approval and the necessary filings before the U.S. Securities and
Exchange Commission. The TO is expected to close around year
end.
About Grupo Calleja: Grupo Calleja is the
leading food retailer in El Salvador and operates under its banner
Super Selectos. With 110 stores and a market share of circa 60%,
Super Selectos is one of the largest companies in El Salvador and
employs over 12 thousand collaborators in its operations.
While retail is the group’s primary focus, it
also has investments in real estate, technology, energy, and other
sectors. With over 70 years of experience, Grupo Calleja is
committed to growing its business sustainably in the future.
This communication is for informational purposes
only under the current applicable laws and regulations, and is
neither an offer to sell nor a solicitation of an offer to buy the
securities described herein, nor shall there be any sale of these
securities in any jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Forward-Looking Statements
This communication contains forward-looking
statements related to a pre-agreement for the purchase of and the
proposed tender offer for shares of Éxito Group. Words such as
“anticipate,” “believe,” “estimate,” “expect,” “forecast,”
“intend,” “may,” “plan,” “project,” “predict,” “should,” “would”
and “will” and variations of such words and similar expressions are
intended to identify such forward-looking statements. Such
statements are based on Casino Group’s expectations as of the date
they were first made and involve risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied in our forward-looking statements. Such risks and
uncertainties include, among others, the outcome and timing of
regulatory reviews and the timing of the launch and completion of
the tender offer. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of their
dates. Unless as otherwise stated or required by applicable law,
Casino Group undertakes no obligation and does not intend to update
these forward-looking statements, whether as a result of new
information, future events or otherwise.
Important Information for U.S.
Investors
The tender offer described in this communication
has not yet commenced. This communication is provided for
informational purposes only and does not constitute an offer to
purchase or the solicitation of an offer to sell any shares or
other securities. If and at the time a tender offer is commenced,
the Buyer has advised us that it intends to file with the U.S.
Securities and Exchange Commission (the “SEC”) a Tender Offer
Statement on Schedule TO containing an offer to purchase, a form of
letter of transmittal and other documents relating to the tender
offer, and Éxito Group will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer.
U.S. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE TENDER OFFER STATEMENT, OFFER TO PURCHASE,
SOLICITATION/RECOMMENDATION STATEMENT AND ALL OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC REGARDING THE PROPOSED
TRANSACTION CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
TENDER OFFER AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER.
Such documents, and other documents filed with
the SEC by the Buyer and Éxito Group, may be obtained by U.S.
shareholders without charge after they have been filed at the SEC’s
website at www.sec.gov. The offer to purchase and related materials
may also be obtained (when available) for free by U.S. shareholders
by contacting the information agent for the tender offer that will
be named in the Tender Offer Statement on Schedule TO.
Pursuant to the European Commission's
Implementing Regulation (EU) 2016/1055 of 29 June 2016, relating to
the technical procedures for the publication and deferral of inside
information, this press release was communicated to Casino's
authorized distributor for release on 16 October 2023 at 07:30
CET.
* * *
ANALYSTS AND INVESTORS CONTACTS
Christopher WELTON -
cwelton.exterieur@groupe-casino.fr - Tel: +33 (0)1 53 65 64 17
orIR_Casino@groupe-casino.fr - Tel: +33 (0)1 53 65 24 17
PRESS CONTACTS
Groupe Casino – Communications
Director
Nicolas BOUDOT - nboudot@groupe-casino.fr
- Tel: + 33 (0)6 79 61 40 99
ordirectiondelacommunication@groupe-casino.fr - Tel: +
33(0)1 53 65 24 78
Agence IMAGE 7
Karine Allouis - kallouis@image7.fr - Tel: +33
(0)6 11 59 23 26
Laurent Poinsot - lpoinsot@image7.fr - Tel: +
33(0)6 80 11 73 52
Franck Pasquier - fpasquier@image7.fr - Tel: +
33(0)6 73 62 57 99
1 USD/EUR exchange rate of 1.0524 as of 13 October 2023
(ECB)
Grafico Azioni Casino Guichard Perrachon (EU:CO)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Casino Guichard Perrachon (EU:CO)
Storico
Da Mag 2023 a Mag 2024