Companhia Brasileira de Distribuição completed the Spin-Off of Sendas Distribuidora S.A. for BRL 19.3 billion.
December 30, 2020
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The Board of Companhia Brasileira de Distribuição (BOVESPA:PCAR3) agreed to spin-off of Sendas Distribuidora S.A. on September 9, 2020. The transactions will be implemented in the following phases : (1) the transfer of the equity interest currently held by Assaí in Almacenes Éxito S.A. to COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO; the partial spin-off of Assaí from COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO; the listing of the stock issued by Assaí on the Novo Mercado segment of B3 S.A. Brasil, Bolsa, Balcão and the listing of ADRs representing the stock issued by Assaí on the New York Stock Exchange (NYSE); and the distribution of the stock issued by Assaí to the shareholders of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO on a pro rata basis. The Spin-off will be preceded by the transfer of the shareholding interest currently held by Assaí in Almacenes Éxito S.A. to COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO. As of February 19, 2021, the record date for the transaction will be February 26, 2021. Belmiro Gomes and Jorge Faiçal will become Chief Executive Officer at completion of this transaction. The Potential Transaction implementation and Listing depend on the completion of this study, as well as on obtaining necessary approvals, including from shareholders and creditors, as well as from applicable regulators. As of December 12, 2020, the board of directors of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO and Sendas Distribuidora S.A. approved the proposed Spin-Off. On December 31, 2020, the general shareholders Meeting of GPA had the participation of shareholders representing 64.40% of the voting capital stock, with the Sendas Spin-off and the CBD Spin-off being approved by 99.99% of the shareholders who participated in the general shareholders meeting. On December 31, 2020, the shareholders of Sendas Distribuidora S.A. approved the transaction. As of February 19, 2021, the Securities and Exchange Commission declared effective the Registration Statement on Form 20-F (the Registration Statement) relating to the spin-off. J.P. Morgan acted as financial advisor to Companhia Brasileira de Distribuicao. Mark Bagnall, Era Anagnosti, Karen Katri, Donald Baker, John Guzman, Bree Peterson and David Dreier acted as the legal advisors to Companhia Brasileira de Distribuição. BNP Paribas SA acted as financial advisor to Sendas Distribuidora S.A.
The Board of Companhia Brasileira de Distribuição (BOVESPA:PCAR3) completed the sale of Sendas Distribuidora S.A. for BRL 19.3 billion on December 31, 2020. The spin-off involved the distribution of issued and outstanding Assaí common shares, including in the form of ADSs, to holders of GPA common shares and holders of GPA ADSs, at the ratio of one Assaí share (or ADS) for each GPA share (or ADS). Assaí common shares trade on the Novo Mercado segment of the São Paulo Stock Exchange (B3 S.A. Brasil, Bolsa, Balcão) under the ticker symbol ASAI3. Assaí ADSs, each representing one Assaí common share, trade on the New York Stock Exchange under the ticker symbol ASAI. BofA Securities, Inc. acted as financial advisor to Companhia Brasileira de Distribuição (BOVESPA:PCAR3).
Sendas Distribuidora SA, also known as Assai Atacadista, is a Brazil-based company mainly engaged in the food distribution sector. The Firm's activities are divided into two operational segments: Cash & Carry and Retail. Through the Cash & Carry segment, the Company offers food, bazaar items and other products to wholesale customers, through self-service stores operated in Brazil under the Assai brand name. The Retail segments includes operations of hypermarkets, supermarkets and convenience shops under following brands: Exito, Carulla, Surtimaorista, Surtimax, Super Inter and Viva Malls in Colombia; Devoto, Disco and Geant in Uruguay; and Libertad, Mini Libertad and Paseo Libertad Malls in Argentina.