Companhia Brasileira de Distribuição (“CBD”), in compliance with the provision set forth by Law no. 6,404/76, Section 157, Paragraph 4, and by CVM Instruction no. 358/02, does hereby inform its shareholders and the market as a whole that it has concluded negotiations with Sendas S.A. on the acquisition, by Barcelona Comércio Varejista e Atacadista S.A. (“Barcelona”), a CBD subsidiary company, of the residual shares issued by Sendas Distribuidora S.A. (“Sendas Distribuidora”), held by Sendas S.A. With such acquisition, CBD and its controlled companies Sé Supermercados Ltda. and Barcelona become holders of 100% of Sendas Distribuidora’s total corporate and voting capital, of which they already own 57.43%.
On February 23rd, 2011, the transaction was approved by CBD Board of Directors. However, the abovementioned acquisition is subject to approval by CDB Annual Shareholders’ Meeting, which represents a condition that may suspend the validity of the transaction. Said meeting shall be held on March 14, 2011.
Considering that the value of CBD’s accounting net worth was, on December 31, 2010, of R$ 7,145,325,329.46, the price of acquisition of Sendas Distribuidora does not constitute a significant investment to CBD, under Law no. 6,404/76, Section 256, Subsection I. However, we clarify that the analysis on whether Law no. 6,404/76, Section 256, Subsection II shall apply depends upon evaluation yet to be concluded. Thus, as the case might be, the acquisition will be submitted to the Annual Meeting for ratification, pursuant to Law no. 6,404/76, Section 256, Paragraph 1, whereupon CBD’s shareholders will be duly informed on the dissenting shareholders’ possibility to exercise their dissenting rights, and the conditions for such, under the abovementioned Section 256.
Should the acquisition be approved at a CBD Annual Meeting, then Barcelona will acquire 250,001,000 common shares class A, issued by Sendas Distribuidora, representing 50% of this company’s voting capital, for the total amount of R$ 377,000,000.00, in seven (7) installments, the first one in the amount of R$ 59,000,000.00, to be paid on the date of the closing of the acquisition, and the remaining balance, in the total amount of R$ 318,000,000.00, in 6 equal, consecutive, annual installments of R$ 53,000,000.00 each, the first one being due on July 1st, 2011, in that the 4th, 5th, 6th and 7th installments shall be monetarily updated under the IPCA’s positive variation, based on the month of July 2010.