Arezzo Indústria e Comércio S.A. entered into Association Agreement to acquire Grupo de Moda Soma S.A. for BRL 5.9 billion.
February 04, 2024
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Arezzo Indústria e Comércio S.A. (BOVESPA:ARZZ3) entered into Association Agreement to acquire Grupo de Moda Soma S.A. (BOVESPA:SOMA3) for BRL 5.9 billion on February 5, 2024. The Association Agreement provides that the Transaction will be concluded through the merger of Grupo SOMA into Arezzo&Co. Grupo SOMA?s
shareholders will receive, for each one (1) common share issued by Grupo SOMA, 0,120446593048 common shares issued by Arezzo&Co. So that the shareholders of Arezzo&Co will own 54.00%, and the shareholders of Grupo SOMA will own 46.00% of the company capital stock. The Transaction results in the creation of a new company with four business units: (i) footwear and bags;(ii) women?s lifestyle clothing; (iii) men's lifestyle clothing; and (iv) democratic clothing. The combined company shall adopt a new corporate name, to be defined upon mutual agreement. The governance of the new company will be headed jointly by the current reference shareholders of Arezzo&Co and Grupo SOMA. Alexandre Birman will be the CEO of the new company and Roberto Jatahy will be the CEO of the woman clothing business unit. Rony Meisler will continue as CEO of AR&Co business unit and Thiago Hering will continue as CEO of Hering business unit. Arezzo Indústria and Grupo de Moda board approved the deal. The transaction is subject to final approval by the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica ? CADE). As of March 27, 2024, CADE approved the deal.
Stocche, Forbes, Padis, Filizzola, Clapis Advogados and Spinelli Advogados acted as legal advisor and XP Investimentos S.A., Itaú Corretora de Valores S.A. and Bank of America Merrill Lynch Banco Múltiplo S.A. acted as financial advisor to Arezzo Indústria e Comércio S.A. Barbosa, Müssnich & Aragão Advogados acted as legal advisor, Banco J.P. Morgan S.A. and XP Investimentos S.A. acted as financial advisor to Grupo de Moda Soma. G5 Partners acted as financial advisor of Grupo SOMA reference shareholders.
Arezzo Industria e Comercio SA is a Brazil-based women's footwear, handbags and accessories retailer. The Companyâs brand portfolio includes Arezzo, a footwear retailer; Blizza, a brand focused on flipflops, sandals, sliders, and purses; Bambini, the Companyâs children's line, with bright colors and comfortable shoes, as well as MyShoes, whose portfolio includes footwear, handbags and fashion content. Each one of Arezzo Industria e Comercio SAâs brands has a specific public and specific products, operating through a variety of distribution channels: Company-owned stores, franchises, multi-brand stores, e-commerce, and some also export. The Company has several subsidiaries, including Arzz International Inc, Tiferet Comercio de Roupas Ltda and Guarana Brasil Difusao de Moda Ltda.
AREZZO INDÚSTRIA E COMÉRCIO S.A. 
