PN advise on Atacadão’s inovative delisting corporate restructuring
Pinheiro Neto Advogados acted as legal counsel to Carrefour, Carrefour Nederland B.V., and Atacadão in a corporate restructuring that resulted in Atacadão’s delisting from the Brazilian stock exchange, B3.
In lieu of a delisting tender or exchange offer, the innovative going private transaction structure involved merging Atacadão’s shares into a Brazilian company wholly owned by Carrefour, followed by the mandatory redemption of the new shares issued.
Shareholders could choose to redeem their shares for BRL 8.50 in cash; a combination of sponsored Level 1 BDRs plus BRL 4.25 in cash; or sponsored Level 1 BDRs backed by Carrefour shares listed on Euronext Paris. Also, shareholders could opt to have their BDRs cancelled and receive the underlying Carrefour shares.
Considering the value of the cash and equity options, the exchange ratio and other terms and conditions of the transaction were negotiated with negotiated with the controlling shareholder through a Special Independent Committee appointed by the Company’s Board of Directors pursuant to CVM Guidance Opinion No. 35. Rothschild & Co advised the IC and issued a fairness opinion indicating that the exchange ratio is fair from a financial perspective.
The transaction was subject to approval at the Atacadão’s shareholders, which included the approval of the transaction and waiver to the requirement to obtain the listing of the MergerSub in the Novo Mercado segment of B3, in a special resolution taken by the majority of the free float present at the shareholders meeting, for the purposes of adopting the recommendation for approval by the majority of non-controlling shareholders provided for in Guidance Opinion 35 and compliance with the Novo Mercado Regulation.
The total deal volume was approximately USD 1.1 billion (BRL 5.9 billion). Goldman Sachs acted as financial advisor.
The deal was completed on May 30, 2025. Following completion, Atacadão ceased trading on B3 but remains a publicly held company under CVM Category B, with Carrefour BDRs admitted for trading on B3.
Pinheiro Neto advised Carrefour, Carrefour Nederland B.V., and Atacadão and relied on partners Henrique Lang, Joamir Müller Romiti Alves, Tiago Moreira Vieira Rocha (pictured from left to right), senior associates Gustavo Ferrari Chauffaille, Cristina Liu, Paula Rodrigues, associates Gustavo Ferreira de Campos, Vinicius Gonzaga.
