Carrefour Announces a Strategic Partnership with Showroomprive and Acquires a C.17% Stake in the Company
11 Gennaio 2018 - 6:21PM
Business Wire
Regulatory News:
Carrefour (Paris:CA), one of the global leaders in food retail,
and Showroomprivé, Europe's second-largest online private sales
player, announced today the signing of a strategic agreement. In
order to seal this partnership, Carrefour will acquire c. 17% of
the share capital of Showroomprivé from Conforama, a subsidiary of
the Steinhoff group.
This partnership is part of the two groups’ strategy of
developing a leading omni-channel offering, and will notably cover
such aspects as commercial, marketing, logistics and data.
Alexandre Bompard, CEO of Carrefour, declared: "This partnership
is a new step in the acceleration of our digital strategy, in an
omni-channel approach. It also allows Carrefour to enter the online
private sales market and strengthen its offering. I am convinced of
the quality of Showroomprivé's management and the strong potential
resulting from the operational cooperation between our two
groups.”
Thierry Petit and David Dayan, Co-Founders of Showroomprivé,
added: "We are pleased with this partnership with Carrefour. It
allows us to enter a new stage after the agreement with Conforama,
in partnership with one of the world's leading retailers. It allows
us to continue building our omni-channel offering and opens up
unprecedented opportunities."
Carrefour's equity investment in Showroomprivé will take the
form of an off-market acquisition of the block of shares owned by
Conforama at price of 13.5 euros per share, for a total amount of
c. 79 million euros.
An additional payment will be made by Carrefour to Conforama
should Carrefour launch a takeover bid for Showroomprivé within
eighteen months of the completion of the transaction. This
additional payment will be equal to the difference between the
offer price per share made by Carrefour and the acquisition price
(13.5 euros), multiplied by the number of shares sold by
Conforama.
Upon completion of the transaction, Carrefour will replace
Conforama in the current shareholders’ agreement between the
founders of Showroomprivé and Conforama, under an agreement whose
main terms1 are identical to the existing pact between the founders
and Conforama / Steinhoff. The founders will retain 27.17% of the
capital and 40.42% of the voting rights. Carrefour will hold 16.86%
of the capital and 13.67% of the voting rights.
This transaction is subject to the obtaining of a waiver by the
Autorité des Marchés Financiers exempting Carrefour from the
obligation of launching a public offer.
About CarrefourA global leader and the reference in food
retail, Carrefour operates more than 12,000 stores and e-commerce
sites in more than 30 countries. Carrefour is a multi-local,
multi-format and omni-channel retail Group that employs more than
384,000 people worldwide and generated total sales of 103.7 billion
euros under its banners in 2016. Every day, Carrefour welcomes 13
million customers around the world and is actively committed to
quality and to more sustainable trade. The Group's Corporate Social
Responsibility worldwide approach is built on three pillars:
fighting against waste in all its forms, protecting biodiversity
and working alongside the company's partners.For more information:
www.carrefour.com, @CarrefourGroup on Twitter
ABOUT SHOWROOMPRIVE.COM
Showroomprive.com is an innovative European player in the online
private sales industry, specialized in fashion. Showroomprivé
offers a daily selection of close to 2,000 brand partners on its
mobile app or online. It has over 28 million members in France and
in eight of its European country markets. Since its launch in 2006,
the company has enjoyed quick and profitable growth. Showroomprivé
is listed on Euronext Paris (code: SRP), and reported gross
turnover of over 750 million euros in 2016, corresponding to net
sales of 540 million euros, up 22% versus the previous year. The
company employs close to 1,000 people. For more information:
www.showroomprivegroup.com
1 The shareholders' agreement contains provisions relating to
(i) the composition of the board of directors (11 directors and one
non-voting director, including five appointed by the founders among
whom the chairman having a casting vote and one director and one
non-voting director appointed by Carrefour, and 5 independent
directors); (ii) an undertaking of the parties to maintain the
current CEO and Co-CEO leadership; (iii) possible termination of
the concert agreement in case of persistent disagreement on major
strategic decisions, which could lead to the unwinding of the
Carrefour investment or a tender offer; (iv) reciprocal standstill
and lock-up undertakings subject to exceptions, and (v) share
transfer provisions such as reciprocal right of first offer,
reciprocal call options and undertaking to tender in case of public
offer under certain price conditions.
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CarrefourGroup CommunicatonsTel: +33 (0) 1 41 04 26
17orInvestor RelationsTel: +33 (0) 1 41 04 28
83orShowroomprive.comInvestor RelationsTel: +33 (0) 1 49 46
05 67orCommunicationTel: +33 (0) 1 76 21 19 46orTaddeo, pressTél:
+33 (0) 1 80 05 82 87
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