Acquisition of Grupo BIG
A very attractive transaction structure, designed to align
both parties' interests...
% TO BE
ACQUIRED
100% of Grupo BIG's share capital (Advent selling its full 81% stake and Walmart Inc. its 19% stake)
PRICE
REFERENCE
R$7.0 billion of Enterprise Value (pre-IFRS 16)
EPS accretion expected from year 1 after closing
FORM AND
TERMS OF
PAYMENT
70% in cash and in 30% shares, illustrative on the basis of a R$7.5bn Equity Value:
R$5.25bn in cash, o/w R$900m of upfront payment and R$4.35bn at closing
R$2.25bn in shares with a 6-month lock-up (~117m shares issued at R$19.26 per share)
Additional cash payment based on share appreciationĀ¹
FINANCING
Cash portion (R$5.25bn) financed through a combination of available cash & debt to be raised before
closing
No impact expected on our AAA credit rating
CONDITIONS TO
CLOSING
Transaction subject to CADE's approval
1. Additional cash payment based on the following formula: CRFB's share appreciation (in R$) between signing and 6 months post-closing, multiplied by a factor of 20 million
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