FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of July, 2023
Brazilian Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
Brazil
(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 X Form 40-F
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):
Yes ___ No X
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):
Yes ___ No X
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ___ No X
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
Publicly traded company
CNPJ/MF Nº 47.508.411/0001-56
NIRE 35.300.089.901
MATERIAL FACT
Companhia Brasileira de Distribuição (“GPA” or “Company”), under the terms of Law No. 6,404, of December 15th, 1976, as in force, and under the of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) Resolution No. 44, of August 23rd, 2021, hereby, in continuation to the material fact disclosed on July 18, 2023, informs what follows in relation to the new non-solicited offer received from Mr. Jaime Gilinski for the acquisition of a portion of the Company’s stake in Almacenes Éxito S.A. (“Éxito”), representing 51% of the common shares issued by Éxito (“New Offer”).
The Company's Board of Directors met on this date to analyze and discuss the New Offer together with its financial and legal advisors, having decided, unanimously by its members and with the recommendation of its advisors, to reject the New Offer, under the terms in which was presented, as they understand that the price offered does not meet adequate parameters of financial reasonableness for a transaction aiming at a controlling interest and, therefore, does not serve the best interests of GPA and its shareholders. Furthermore, the terms of the New Offer, as presented, do not provide sufficient elements to assure the Board of Directors of the binding nature of the New Offer and the reasonable expectation of concluding a transaction that derives from it.
The Board of Directors understands that, given the advanced stage of the spin-off, a potential offer, to be considered, should present the following minimum requirements:
· | financial consideration reflecting the acquisition of a controlling stake; |
· | definitive purchase and sale agreement including non-request of any indemnity obligations to Éxito shareholders other than those strictly legally established; |
· | breakup fee representing a reasonable percentage of the price to be proposed and to be deposited in escrow to encourage engagement in discussions that could potentially justify cancelling or changing the ongoing spin-off of Éxito if, for whatever reason, a potential transaction does not materialize (resulting in delays in the process of separating Éxito now underway); |
· | presentation of evidence of funding by the bidder for the total amount of the price to be proposed in payment for the number of Éxito shares intended to be acquired, to be issued by one or more top financial institutions; |
· | clear transaction implementation timeline, detailing all relevant steps, documents and approvals to complete the transaction; |
· | pre-assessment of the nature of the potential antitrust review process and the timeline for the development of such review to which the transaction would be subject, if applicable, based on the Legal Opinion of global and/or Colombian top-tier law firms; |
· | guidelines of the offeror's plan for the development of Éxito's business after the transaction, if consummated; |
· | commitment of the bidder to support GPA in any alternatives that may eventually be decided by GPA in relation to its remaining stake in Éxito, including (i) the potential change in the current terms of the segregation of the businesses that lead to the segregation and delivery to GPA's shareholders of part or all remaining interest in Éxito after the transaction (“New Segregation of Assets”); (ii) other alternatives for monetization by GPA of the remaining stake in Éxito, whether before or after a potential New Segregation of Assets. |
It is important to point out that the spin-off of the Éxito business, as already announced to the market, continues to evolve, pending the declaration of effectiveness of the Form 20-F of Éxito by the U.S. Securities and Exchange Commission and obtaining regulatory approvals from Colombian authorities for completion.
GPA will keep the market and its shareholders informed of any new material facts related to this matter.
São Paulo, July 20, 2023.
Guillaume Marie Didier Gras
Vice-President of Finance and Investor Relations Officer
SIGNATURES
Pursuant to the requirement 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.
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | |||
Date: July 20, 2023 | By: /s/ Marcelo Pimentel | ||
Name: | Marcelo Pimentel | ||
Title: | Chief Executive Officer | ||
By: /s/ Guillaume Marie Didier Gras | |||
Name: | Guillaume Marie Didier Gras | ||
Title: | Investor Relations Officer |
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture 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.