French retailer Carrefour has announced that it plans to acquire all outstanding shares of its Brazilian subsidiary held by minority shareholders.
Carrefour also intends to delist Carrefour Brazil from the São Paulo Stock Exchange (B3) using a merger of shares.
The retailer noted that delisting the company will allow it to manage operations with more agility and enhanced focus on execution.
Carrefour, which owns 67.4% of the Brazil business, has decided to increase its investment to 100%, reflecting its confidence in the growth trajectory of the unit, and its firm conviction in its value creation potential.
'A Major Milestone'
Alexandre Bompard, chair and CEO of Carrefour Group, stated, "This operation marks a major milestone in the consolidation of our leadership in Brazil, where we have been expanding with an extremely competitive business model and through a series of targeted acquisitions.
"The purchase of all Carrefour Brazil shares completes this strategy of building an undisputed market position and will allow our local management to focus on driving operational and commercial excellence."
The Brazilian unit is 'a key asset' for the retail group and over the past years, it has accelerated its development through steady organic growth and acquisitions.
Carrefour Brazil acquired Makro in 2020 and Grupo BIG in 2022 and has consolidated its position as one of the market leaders in the country.
Bompard added, "We are convinced that this decision represents an excellent opportunity for the group’s capital allocation and will generate sustainable value for our customers, employees, partners and shareholders. It reflects Carrefour’s commitment to this vast country, which is now more than ever at the heart of its strategy."
Carrefour's Offer
An independent committee formed by Carrefour Brasil reviewed the offer proposed to minority shareholders.
The committee deemed the offer fair, following which the board of directors of Carrefour Brazil recommended it.
The French retailer offered minority shareholders the following choices for their shares - R$7.70 in cash per share of Carrefour Brazil; 1 share of Carrefour Group for 11.00 shares of Carrefour Brazil; or a 50-50 mix of the two previous offers.
The cash consideration represents a premium of 32% over the one-month Volume Weighted Average Price (VWAP) as of 10 February 2025, the retailer noted.
Shareholder Support
Peninsula, Carrefour Brazil’s second-largest shareholder, has supported the transaction as it is convinced that the transaction will create value for all stakeholders.
Peninsula has opted for the full share alternative and will, therefore, convert all its Brazilian shares into Carrefour Group shares.
The deal now awaits the approval of Carrefour Brazil's minority shareholders holding the free float.
The company will arrive at a decision during an extraordinary general meeting of Carrefour Brazil’s shareholders in the second quarter of 2025.
If approved, the transaction is likely to close before the end of the second quarter of 2025.
