Continuing the previously-agreed process for the rearrangement of the
corporate control of Companhia Brasileira de Distribuição ("GPA”)1,
Casino Guichard-Perrachon ("Casino") (Paris:CO) sent today a notice to
Mr. Abilio Diniz informing him of its decision to appoint Mr. Jean
Charles Naouri, Chairman and CEO of Casino, as chairman of the Wilkes
Board of Directors.
Upon the election of Mr. Naouri as Chairman of Wilkes, which should
occur at a Wilkes Shareholders’ Meeting expected to be held on June 22,
2012, there will be a change in GPA’s corporate governance structure,
resulting in Casino becoming the sole controlling shareholder of GPA.
Casino also gave notice today to Mr. Diniz that it will exercise its
to appoint a majority of the board of directors of GPA1.
GPA’s board of directors should start functioning under such new
composition as of June 22, 2012 following an Extraordinary Shareholders’
Meeting of GPA expected to occur on that date.
Finally, today, Casino exercised its call option1 which
allows the company to buy 1 Wilkes share and thereby own the majority of
the voting shares of Wilkes. The final acquisition of this share is
conditioned upon Mr. Diniz not exercising his first put option, which
permits Mr. Diniz until 22 August 2012 to require Casino to purchase one
million voting shares of Wilkes (which would also result in Casino
owning the majority of the voting shares of Wilkes). As per applicable
requirement, Casino informed the Brazilian antitrust authority (CADE) of
the acquisition of shares that will result from the foregoing procedure.
Casino reaffirms its full support and confidence in GPA’s outstanding
management and its long term commitment to Brazil.
1 As provided in the shareholders’ agreement of Wilkes
Participações S.A. ("Wilkes”, which directly controls GPA).