Regulatory News:
Carrefour (Paris:CA):
This press release cannot be directly or indirectly circulated, published or distributed in whole or in part in or into the United States or Canada. This press release cannot be directly or indirectly circulated, published or distributed in whole or in part in or into the United Kingdom unless it is addressed to a person authorized in accordance with the Financial Services and Market Act 2000. This press release does not constitute an offer of securities in the United States. Securities cannot be offered or sold in the United States absent registration or an exemption from registration. The tender offer and the securities to be allocated in exchange for shares tendered in the tender offer have not been and will not be registered. Accordingly, the offer or the allocation of such securities can only take place in a transaction that is exempt from registration.
This press release cannot be circulated, published or distributed in whole or in part in or into the United States or Canada. This press release cannot be circulated, published or distributed in whole or in part in or into the United Kingdom unless it is addressed to a person authorized in accordance with the Financial Services and Market Act 2000.
Carrefour announces that the cash tender offer, with a secondary option in shares, for the shares of Guyenne et Gascogne (the "Offer"), declared compliant by the French Financial Markets Authority (the "AMF") on February 28, has been approved by the French Competition Authority on May 9, 2012.
Following this approval, the AMF has published the final timetable for the Offer, including a closing date on May 30, 2012. The final timetable for the Offer including the closing date has been published today by the AMF (www.amf-france.org), together with a notice issued by NYSE Euronext Paris (www.euronext.com).
The terms of the Offer are as follows:
- Cash offer : 1 existing Guyenne et Gascogne share (cum dividend) in exchange for consideration of €74.25;
- Share offer (secondary option in shares): 1 existing Guyenne et Gascogne share (cum dividend) in exchange for 3.90 (subject to adjustment in case of distribution except in case of interim dividend described below) Carrefour shares to be issued (cum dividend), capped at 4,986,786 Guyenne et Gascogne shares.
Guyenne et Gascogne has indicated its intention to distribute an interim dividend of €7 prior to the closing of the Offer, which will not result in the adjustment of the financial terms of the Offer.
In addition, the Offer is still conditional upon a minimum acceptance level of shares representing, at the closing of the Offer, at least 56% of the share capital of Guyenne et Gascogne. It can however be noted that shareholders of Guyenne et Gascogne representing 57.43% of its share capital have already undertaken to tender their shares to the Offer.
The Supervisory Board of Guyenne et Gascogne unanimously recommended to the shareholders of Guyenne et Gascogne to tender their shares to the Offer based on the report issued by the independent expert appointed in connection with the Offer who has concluded that the consideration offered is fair.
The offer document having received the AMF visa n°12-095 dated February 28, 2012 and including inter alia the terms for tendering shares to the Offer, the document related to the legal, financial, accounting and other characteristics as well as the reference document of Carrefour are available on the websites of the AMF (www.amf-france.org) and of Carrefour (www.carrefour.com). The offer document may also be obtained from Carrefour and Crédit Agricole Corporate & Investment Bank and Société Générale Corporate & Investment Banking, as banks presenting the Offer.
Access to the offer document and to any other document relating to the tender offer and participation in the tender offer may be subject to legal restrictions in certain jurisdictions. The tender offer is being made exclusively in France and will not be made to persons subject to such restrictions, directly or indirectly. Violation of these restrictions constitutes a breach of applicable securities laws and regulations in certain jurisdictions. Carrefour shall not accept responsibility in case of violation by any person of applicable legal restrictions. More specifically, the tender offer is not and will not be made, directly or indirectly, in the United States or Canada or to persons residing in the United States or Canada. The tender offer is not and will not be made, directly or indirectly, in the United Kingdom or to persons residing in the United Kingdom, except to persons authorized in accordance with the Financial Services and Market Act 2000. Copies of this press release and other documents relating to the tender offer will not and must not be sent, circulated, distributed or made available, in any manner whatsoever, in the United States or Canada, or in the United Kingdom unless, in the latter case, they are addressed to persons authorized in accordance with the Financial Services and Market Act 2000. The tender offer may in no way be accepted by a resident of the United States or Canada or from within the United States or Canada, or by a resident of the United Kingdom or from within the United Kingdom who is not a person authorized in accordance with the Financial Services and Market Act 2000, or by a resident of a country or from within a country in which the acceptance of the tender offer constitutes a breach of applicable laws and regulations.
Shareholders and other investors are strongly advised to read the documents relating to the offer prior to making any decision regarding the offer.
Contacts:
Carrefour
