Carrefour has announced an enhanced offer to purchase the remaining shares of its subsidiary, Grupo Carrefour Brasil ("Carrefour Brazil").
This updated proposal presents minority shareholders with three options: R$8.50 in cash per Carrefour Brazil share, an increase from the previous R$7.70; one Carrefour share for every 9.96 Carrefour Brazil shares, improved from the earlier ratio of 11 shares; or a mixed offer of R$4.25 in cash per Carrefour Brazil share plus one Carrefour share for every 19.92 shares, adjusted from 22.00.
Valuation and Shareholder Impact
Carrefour's updated offer underscores its optimism regarding Carrefour Brazil's future performance and aims to provide minority shareholders with a compelling valuation.
This offer includes a 46% premium over the one-month volume-weighted average price leading up to the initial announcement on February 11, 2025. The company has characterized this revised proposal as its final offer.
General Meeting Adjustment
The previously scheduled General Meeting set for April 7 has been canceled. Instead, a new General Meeting will be called shortly to seek approval for the proposal.
If the shareholders approve, Carrefour plans to finalize the acquisition by the end of the second quarter of 2025.
Carrefour announced its decision to raise its offer to acquire all outstanding shares of its subsidiary, Grupo Carrefour Brasil ("Carrefour Brazil").
Minority shareholders are now offered the following options in exchange for their shares:
- 8.50 Brazilian reais (R$) in cash per Carrefour Brazil share (vs. R$7.70 previously)
- 1 Carrefour share1 for every 9.96 Carrefour Brazil shares (vs. 1 for 11)
- A combination of the two options: R$4.25 in cash per Carrefour Brazil share plus 1 Carrefour share for every 19.92 Carrefour Brazil shares (vs. 22.00)
Attractive valuation to minority shareholders
This new proposal reflects the Group’s continued confidence in the long-term prospects of Carrefour Brazil, as well as its commitment to offering an attractive valuation to minority shareholders.
It represents a 46% premium over the one-month volume-weighted average price (VWAP2) prior to the initial announcement on 11 February 2025. This is the Group’s best and final offer.
new General Meeting
The General Meeting initially scheduled for April 7 has been canceled. The operation will be submitted for approval at a new General Meeting, which will be convened in the coming days.
Subject to this approval, the transaction is still expected to be completed before the end of Q2 2025.
