Almacenes Exito S.A. will acquire a direct or indirect participation of up to 77.5% of Carulla Vivero S.A., prior the completion of the steps described below and the authorization of the transaction by the Colombian Superintendency of Industry and Commerce (SIC) and the Colombian Superintendency of Finance. The transaction is the largest M&A deal this year, which valued Carulla Vivero at approximately US $700 million, including debt.
In the transaction, Almacenes Exito will (i) launch a tender offer (OPA) for a minimum of 22% and a maximum of 49% Carulla Vivero’s outstanding shares. The OPA will be launched at a price of US$15.792 per share; (ii) after completion of the tender offer, the Carulla Vivero’s shares will be delisted from the Colombia's stock exchange and the Registro Nacional de Valores y Emisores (RNVE), for which purposes Exito may need to launch a mandatory tender offer; (iii) subsequently, Exito will acquire an indirect participation of approximately 19.8% of Carulla Vivero's shares; (iv) the shareholders of the remaining 22.5% of Carulla Vivero's shares, which will be converted into privileged shares, will conserve their participation in Carulla Vivero for a minimum period of 3 years, including options to sell their Carulla Vivero shares or acquire Exito’s shares after the expiration of such period.
Carulla Vivero and Exito are the second largest and largest retailers in Colombia, respectively. Together, they will operate more than 260 retail outlets, including supermarkets, supercenters, hypermarkets, warehouse clubs and convenience stores nationwide, with combined revenue of more than US $2.4 billion.
Gómez - Pinzón Linares Samper Suárez Villamil - Abogados S.A. acted as Colombian counsel to the selling and remaining shareholders and Carulla Vivero through partner Jose Luis Suárez Parra and associate Lina Uribe García and through partner Mauricio Piñeros Perdomo and associates Catalina Torres Artunduaga and Andrea Fradique Mendez. Skadden, Arps, Slate, Meagher & Flom LLP, through partners Paul Schnell and Jon Bisgaier and associate Daniel Ganitsky and Cleary Gottlieb Steen & Hamilton LLP through partner Francesca Lavin and associate Simon Clark, acted as US counsel to the selling and remaining shareholders.
The Buyers were advised by Brigard & Urrutia Abogados S.A. who acted as Colombian counsel through partner Sergio Michelsen Jaramillo and associates Mónica Acebedo Cuellar and Jaime Moya Suárez, while Hughes Hubbard & Reed LLP acted as US counsel through partner Charles Beeman and associate Keith Lew.