UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934
For the month of November 2023
Commission File Number: 001-41736
Almacenes Éxito S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of registrant’s name into English)
Carrera 48 No. 32B Sur - 139
Avenida Las Vegas
Envigado, Colombia
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ☒ Form 40-F: ☐
EXHIBIT INDEX
| Exhibit Number | Description of Document | |
| 99.1 | Material Fact (English translation). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 13, 2023
| Almacenes Éxito S.A. | ||
| By: | /s/ Ivonne Windmueller Palacio | |
| Name: | Ivonne Windmueller Palacio | |
| Title: | Chief Financial Officer | |
FORWARD-LOOKING STATEMENTS
This document may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
Important Information for U.S. Investors
The tender offer described in this document has not yet commenced. This document is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any shares or other securities. If and at the time a tender offer is commenced, Cama Commercial Group, Corp. (the “Buyer”), has advised us that it intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Almacenes Éxito S.A. (“Éxito”) will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
U.S. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TENDER OFFER AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER.
Such documents, and other documents filed with the SEC by the Buyer and Éxito, may be obtained by U.S. shareholders without charge after they have been filed at the SEC’s website at www.sec.gov. The offer to purchase and related materials may also be obtained (when available) for free by U.S. shareholders by contacting the information agent for the tender offer that will be named in the Tender Offer Statement on Schedule TO.
This communication shall not constitute a tender offer in any country or jurisdiction in which such offer would be considered unlawful or otherwise violate any applicable laws or regulations.
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Exhibit 99.1
NON-OFFICIAL TRANSLATION
Medellín, November 3, 2023
Ms.
LEYLA THIAB HAMDAN
Director of Access to the Securities Market
FINANCIAL SUPERINTENDENCY OF COLOMBIA
7th Street No. 4 – 49
| REFERENCE: | No previous file number |
085026 Corredores Davivienda S.A. Comisionista de Bolsa
773 773 Informative correspondence
Without annexes
Dear Madam:
In order to comply with the provisions of article 7.5.1.1.1.2 of the Sole Decree 2555 of 2010 (the “Sole Decree”), and article 3.3.2.2. 5 of the Sole Circular of the Colombian Stock Exchange (“bvc”) and according to the information provided by our Clients, (A) CASINO GUICHARD-PERRACHON S.A.; (B) SEGISOR S.A.S.; (C) GÉANT INTERNATIONAL B.V.; (D) HELICCO PARTICIPAÇÕES LTDA.; (E) COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO; and (F) GPA 2 EMPREENDIMENTOS E PARTICIPAÇÕES LTDA., (the “Sellers” or the “Clients”) we hereby inform of the pre-agreement between the above mentioned companies and CAMA COMMERCIAL GROUP, CORP. (the “Buyer” and, jointly with the Sellers, the “Parties”), with a view to carry out a sale and purchase of Almacenes Éxito S.A. common shares of Almacenes Éxito S.A., registered in the bvc, in the terms indicated below:
| 1. | Parties’ identification |
| a. | Buyer: CAMA COMMERCIAL GROUP, CORP, duly organized as a corporation, identified with RUC number 155743365-2- 2023, domiciled in Panama City, Panama, and incorporated under the laws of Panama. |
| b. | Sellers: |
| Name of the Seller | Description | Type of document | Number of document |
| CASINO GUICHARD- PERRACHONS.A. | Societé anonyme incorporated under the laws of France |
Foreign company without NIT in Colombia |
444.444.187 |
| SEGISOR S.A.S. |
Société par action simplifiée incorporated under the laws of France |
Foreign company without NIT in Colombia |
444.444.186 |
| GÉANT INTERNATIONAL B.V. | Besloten venootschap incorporated under the laws of the Netherlands | NIT | 830.060.396 |
| HELICCO PARTICIPAÇÕES LTDA. |
Sociedade empresária limitada Incorporated under the laws of Brazil |
Foreign company without NIT in Colombia |
444.444.191 |
| COMPANHIA BRASILEIRA DEDISTRIBUIÇÃO | Sociedade anónima Incorporated under the laws of Brazil | NIT | 901.442.854 |
|
GPA 2 EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. |
Sociedade empresária limitada Incorporated under the laws of Brazil |
Foreign company without NIT in Colombia |
444.444.133 |
| 2. | Target of the operation |
Common shares issued by Almacenes Éxito S.A., identified by the mnemonic “EXITO”, either directly or through American Depositary Shares (“ADSs”) and/or Brazilian Depositary Receipts (“BDRs”).
| 3. | Maximum number of shares subject to the pre-agreement |
| Name of the Seller | Maximum number of shares subject to the pre-agreement |
Percentage of outstanding shares |
| CASINO GUICHARD-PERRACHON S.A. | 8 | 0,00% |
| SEGISOR S.A.S. | 398.476.912 | 30,7% |
| GÉANT INTERNATIONAL B.V. | 41.102.964 | 3,16% |
| HELICCO PARTICIPAÇÕES LTDA. | 2.326.400 | 0,18% |
| COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | 107.904.394 | 8,31% |
| GPA 2 EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. | 64.857.915 | 5,00% |
| Total | 614.668.593 | 47,36% |
| 4. | Price |
The agreed price is USD 0.9053 for each outstanding common share of Almacenes Éxito S.A.
The price will be paid in cash and within the term, through the payment mechanisms set forth in the tender offer notices (OPA), in the bvc Regulation and the bvc’s Sole Circular. As permitted by Article 3.3.3.15 of the bvc Regulation, the Buyer shall establish in the offer notice a possibility of payment abroad and directly to those shareholders of Almacenes Exito S.A. with whom it has a pre-arranged transaction. To that extent, the payment will be made directly by the Buyer, in dollars of the United States of America.
| 5. | Stock exchange on which the transaction will be carried out |
The intended operation will be carried out through the bvc.
| 6. | Settlement period |
The term for the settlement of the planned transaction will be the term indicated in the Tender offer.
| 7. | Nature of the of the planned operation |
The planned transaction will be carried out within the period for receipt of acceptances of the Tender Offer to be made by the Buyer and through an offer in the United States directed to all holders of Almacenes Éxito S.A. common shares residing in the United States and to holders of Almacenes Éxito S.A. ADSs, wherever located (the “U.S. Offer”), which will be made by the Sellers as acceptors of such Tender Offer and/or the U.S. Offer.
| 8. | Date on which the operation is planned to be carried out through the bvc |
The expected date for the acceptance of the tender offer is subject to approval by the SFC. Once approved, the tender offer notices will be published indicating the period for acceptance of the tender offer.
In any case, the allotment of the shares in the tender offer will not occur until one (1) month has elapsed from the date of filing of this communication with the SFC and the bvc.
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| 9. | Beneficial ownership |
The Buyer declares that it is NOT the same beneficial owner as the Sellers under the terms of the regulations in force1.
| 10. | Conditions for the execution of the operation |
The period for acceptances of the Tender Offer will be 21 business days from the fifth business day following the date of publication of the first notice of tender offer (the “Acceptance Period”). In the Tender Offer, the Buyer will offer to acquire in the two markets, jointly, a minimum number of shares representing 51% of the outstanding common shares of the Issuer and a maximum number of shares representing 100% of the outstanding common shares of the Issuer.
The Buyer reserves the right to extend the Acceptance Period and to release the minimum number of securities it intends to acquire in accordance with the applicable regulations.
| 11. | Reimbursement of costs and expenses |
The Sellers shall reimburse the Buyer, by wire transfer of immediately available funds to the accounts indicated by the Buyer, for all costs and expenses incurred by the Buyer in negotiating and entering into the pre-agreement and in performing or preparing to complete its obligations under the Tender Offer, including but not limited to, capital costs, financing costs, opportunity costs, costs of bank guarantees, costs of advisors, and other costs, expenses and disbursements, estimated in advance at USD 13. 000,000, free of any withholding, if the Sellers do not timely accept, or revoke acceptances submitted to the Tender Offer, as applicable, or a competing offer is made in Colombia and the Buyer decides not to improve such offer, among others.
| 12. | Brokerage Firm |
Corredores Davivienda S.A. Comisionista de Bolsa will act in the transaction on behalf of the Sellers and Valores Bancolombia S.A. Comisionista de Bolsa will act in the transaction on behalf of the Buyer.
Sincerely,
(Original signed)
Juan de Bedout Vargas
Legal representative
Corredores Davivienda S.A.
| 1 | Decree 2555 of 2010, article 6.1.1.1.3. |
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NON-OFFICIAL TRANSLATION
Medellín, November 3, 2023
Ms.
LEYLA THIAB HAMDAN
Director of Access to the Securities Market
SECURITIES MARKET ACCESS DEPARTMENT
FINANCIAL SUPERINTENDENCY OF COLOMBIA
Bogotá D.C.
| REFERENCE: | No previous file number |
85-22 Valores Bancolombia S.A.
773 Informative correspondence
Dear Madam:
In compliance with the provisions of the pre-arranged transactions regulation1, the instructions of the Colombian Stock Exchange2 (“bvc”), and based on the information provided by our client CAMA COMMERCIAL GROUP CORP (the “Buyer”), we inform about the existing pre-agreement between this and the companies: (i) CASINO GUICHARD- PERRACHON S.A.; (ii) SEGISOR S.A.S.; (iii) GÉANT INTERNATIONAL B.V; (iv) HELICCO PARTICIPAÇÕES LTDA; (v) COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO; and (vi) GPA2 EMPREENDIMENTOS EPARTICIPAÇÕES LTDA, (the “Sellers” and, jointly with the Buyer, the “Parties”). The purpose of the foregoing is the completion of a purchase and sale of the common shares of the issuer Almacenes Éxito S.A. (the “Issuer”), registered in the bvc, under the terms described below:
| 1. | Parties’ identification |
| a. | Buyer: CAMA COMMERCIAL GROUP, CORP, duly organized as a corporation, identified with RUC number 155743365-2- 2023, domiciled in Panama City, Panama, and incorporated under the laws of Panama. |
| b. | Sellers: |
| Name of the Seller | Description | Type of document | Number of document |
| CASINO GUICHARD- PERRACHONS.A. | Societé anonyme incorporated under the laws of France |
Foreign company without NIT in Colombia |
444.444.187 |
| SEGISOR S.A.S. |
Société par action simplifiée incorporated under the laws of France |
Foreign company without NIT in Colombia |
444.444.186 |
| GÉANT INTERNATIONAL B.V. | Besloten venootschap incorporated under the laws of the Netherlands | NIT | 830.060.396 |
| HELICCO PARTICIPAÇÕES LTDA. |
Sociedade empresária limitada Incorporated under the laws of Brazil |
Foreign company without NIT in Colombia |
444.444.191 |
| COMPANHIA BRASILEIRA DEDISTRIBUIÇÃO | Sociedade anónima Incorporated under the laws of Brazil | NIT | 901.442.854 |
|
GPA 2 EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. |
Sociedade empresária limitada Incorporated under the laws of Brazil |
Foreign company without NIT in Colombia |
444.444.133 |
| 1 | Decree 2555 of 2010, article 7.5.1.1.2 |
| 2 | Sole Circular of the Colombian Stock Exchange, Article 3.3.2.5. |
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| 2. | Target of the operation |
Common shares issued by Almacenes Éxito S.A., identified by the mnemonic “EXITO”, either directly or through American Depositary Shares (“ADSs”) and/or Brazilian Depositary Receipts (“BDRs”).
| 3. | Maximum number of shares subject to the pre-agreement |
| Name of the Seller | Maximum number of shares subject to the pre-agreement |
Percentage of outstanding shares |
| CASINO GUICHARD-PERRACHON S.A. | 8 | 0,00% |
| SEGISOR S.A.S. | 398.476.912 | 30,7% |
| GÉANT INTERNATIONAL B.V. | 41.102.964 | 3,16% |
| HELICCO PARTICIPAÇÕES LTDA. | 2.326.400 | 0,18% |
| COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | 107.904.394 | 8,31% |
| GPA 2 EMPREENDIMENTOS E PARTICIPAÇÕES LTDA. | 64.857.915 | 5,00% |
| Total | 614.668.593 | 47,36% |
| 4. | Price |
The agreed price is USD 0.9053 for each outstanding common share of Almacenes Éxito S.A.
The price will be paid in cash and within the term, through the payment mechanisms set forth in the tender offer notices (OPA), in the bvc Regulation and the bvc’s Sole Circular. As permitted by Article 3.3.3.15 of the bvc Regulation, the Buyer shall establish in the offer notice a possibility of payment abroad and directly to those shareholders of Almacenes Exito S.A. with whom it has a pre-arranged transaction. To that extent, the payment will be made directly by the Buyer, in dollars of the United States of America.
| 5. | Stock exchange on which the transaction will be carried out |
The intended operation will be carried out through the bvc.
| 6. | Settlement period |
The term for the settlement of the planned transaction will be the term indicated in the Tender offer.
| 7. | Nature of the of the planned operation |
The transaction will be consummated within the period for receipt of acceptances of the Tender Offer intended to be made by the Buyer, and through an offer in the United States directed to all holders of the Issuer’s ordinary shares, residing in the United States, and holders of the Issuer’s ADSs, wherever located (the “U.S. Offer”), to which the Sellers will apply as acceptors of such Tender Offer and/or the U.S. Offer.
| 8. | Date on which the operation is planned to be carried out through the bvc |
The expected date for the acceptance of the tender offer is subject to approval by the SFC. Once approved, the tender offer notices will be published indicating the period for acceptance of the tender offer.
In any case, the allotment of the shares in the tender offer will not occur until one (1) month has elapsed from the date of filing of this communication with the SFC and the bvc.
5
| 9. | Beneficial ownership |
The Buyer declares that it is NOT the same beneficial owner as the Sellers under the terms of the regulations in force3.
| 10. | Conditions for the execution of the operation |
The period for acceptances of the Tender Offer will be 21 business days from the fifth business day following the date of publication of the first notice of tender offer (the “Acceptance Period”). In the Tender Offer, the Buyer will offer to acquire in the two markets, jointly, a minimum number of shares representing 51% of the outstanding common shares of the Issuer and a maximum number of shares representing 100% of the outstanding common shares of the Issuer.
The Buyer reserves the right to extend the Acceptance Period and to release the minimum number of securities it intends to acquire in accordance with the applicable regulations.
| 11. | Reimbursement of costs and expenses |
The Sellers shall reimburse the Buyer, by wire transfer of immediately available funds to the accounts indicated by the Buyer, for all costs and expenses incurred by the Buyer in negotiating and entering into the pre-agreement and in performing or preparing to complete its obligations under the Tender Offer, including but not limited to, capital costs, financing costs, opportunity costs, costs of bank guarantees, costs of advisors, and other costs, expenses and disbursements, estimated in advance at USD 13. 000,000, free of any withholding, if the Sellers do not timely accept, or revoke acceptances submitted to the Tender Offer, as applicable, or a competing offer is made in Colombia and the Buyer decides not to improve such offer, among others.
| 12. | Brokerage Firm |
Valores Bancolombia S.A. Comisionista de Bolsa will act in the transaction on behalf of the Buyer and Corredores Davivienda S.A. Comisionista de Bolsa will act on behalf of the Sellers.
Sincerely,
(Original signed)
Jorge Alberto Arango
Legal representative
Valores Bancolombia S.A.
| 3 | Decree 2555 of 2010, article 6.1.1.1.3. |
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