Carrefour, the French retail giant, has made headlines with its recent proposal to acquire minority shares of its Brazilian subsidiary, Carrefour Brasil, and to delist the company from the São Paulo Stock Exchange (B3). The announcement, which was confirmed on February 11, 2025, sent the stock of Carrefour Brasil soaring by 10.54%, reflecting strong market optimism about the prospective deal.
Carrefour's CEO, Alexandre Bompard, expressed his firm's commitment to the Brazilian market, stating, "This operation is an important milestone in consolidifying our leadership in Brazil, where we have expanded with a highly competitive business model through targeted acquisitions." This sentiment underlines the strategic importance of Carrefour Brasil, which accounts for approximately 20% of the global retailer's total sales.
The proposed acquisition would see Carrefour Brasil integrated fully as a subsidiary, with the goal of streamlining operations and enhancing value creation. Should the proposal be approved—requiring the consent of minority shareholders during a general assembly expected to occur in the second quarter of 2025—the entire transaction is forecasted to cost about R$5.3 billion.
Under the terms presented, minority shareholders of Carrefour Brasil can choose from three options concerning their shares: receive R$7.70 in cash for each share, exchange shares for new Carrefour shares, or take cash combined with Carrefour shares. The offer includes a substantial premium of 32.4% relative to the shares' average trading price before February 10, 2025.
Market analysts have responded positively to the news, as the stock price reached R$7.65 after the announcement, peaking at 18.6% increase during trading; it finally closed at R$7.13. Currently, the control structure stands at 67.4% ownership by Carrefour, with Península holding 7.3% of shares and the rest widely held by investors.
Several factors have contributed to this strategic move by Carrefour. The company has been exploring avenues to boost its existing valuation ever since past merger discussions, particularly one with Alimentation Couche-Tard, fell through over three years ago. The Brazilian subsidiary has exhibited significant growth through consistent organic development and acquisitions, including notable purchases of Makro and Grupo BIG.
A reported collaboration with investment banking consultants indicates thorough preparations for the potential acquisition, alongside the establishment of an independent committee to evaluate the offer's terms, which has already been positively endorsed by Carrefour Brasil's board of directors.
Península, the family office tied to the Diniz family, also indicated confidence about the transaction, asserting it will generate value for stakeholders. Insiders noted, "Península's decision highlights their conviction not only in Carrefour’s management but also their commitment as one of the principal shareholders within the Carrefour Group." This statement captures the intertwined interests of the controlling bodies within this deal.
This acquisition aims not only to provide immediate liquidity options for current shareholders but also to position Carrefour Brasil favorably for continued growth and innovation under the broader umbrella of the significant global brand.
Total control would allow the French retailer to focus its Brazilian operations without the pressures of public ownership, streamlining management and operational strategies. Carrefour Brasil, which operates under well-known brands including Atacadão and Sam's Club, has undergone various structural shifts since it went public in 2017.
Looking forward, if shareholders vote positively on this proposal, the transition would likely confer additional operational and financial advantages to Carrefour Brasil, strengthening its market position, ensuring profitability, and enhancing shareholder value.
Experts anticipate the outcomes of this acquisition to reverberate through the retail sector as it could catalyze changes among competitors and demand new strategies to adapt to this market consolidation. Carrefour’s commitment to continuous investment promises to not only stabilize its own business but also influence broader trends within Brazil's retail environment.
With plans set to continue advancing through this projected merger, the Carrefour Group appears resolute in preserving its stronghold over the Brazilian food retail marketplace. The confirmed deal will be closely monitored not just due to its commitment to growth, but also as it signifies the increasing trend of consolidation within the retail industry.