FEMSA: announces agreement to acquire Valora Holding

Monterrey (MX) | Muttenz (CH). (femsa) FEMSA Fomento Económico Mexicano, S.A.B. de C.V., headquartered in Monterrey (Mexico) and listed on the Mexican and New York stock exchanges, and Valora Holding AG, one of the leading foodvenience platforms with convenience stores and food service operations in Switzerland, Germany and other European countries, are announcing a binding agreement under which FEMSA will launch a public tender cash offer to acquire all of Valora’s publicly held registered shares for CHF 260.00 net per share in cash.

FEMSA operates the largest convenience store chain in Mexico and Latin America (Proximity Division), as well as more than 3,600 pharmacies in four Latin American countries, and controls the largest franchise bottler of Coca-Cola products in the world in terms of sales volume (Coca-Cola FEMSA). FEMSA is the second largest shareholder of the Heineken group and is listed on the Mexican stock exchange and on the New York Stock Exchange. FEMSA is an investment grade company that maintains a sound financial profile with significant liquidity and access to the international capital markets.

The transaction agreement sets forth the intention that, once the settlement of the offer has been completed, Valora will accelerate the development of European markets as the European retail affiliate within FEMSA’s Proximity Division. The registered office and headquarters of Valora will remain in Muttenz, Switzerland. The company will continue to operate under its current name and with concepts, formats and brands that are well established in accordance with the current management’s expansion and operating plans. FEMSA expects to complement these plans with the unique set of capabilities and new initiatives it has developed in other markets. FEMSA intends to have Valora apply with SIX Exchange Regulation for the delisting of the Valora shares in accordance with the Listing Rules.

Overview of the planned transaction in short description

  • FEMSA Fomento Económico Mexicano S.A.B. de C.V., a leading retail and beverage company with total sales of more than USD 27 billion respective CHF 26.5 billion in 2021, announced an all-cash offer to purchase all of the publicly held shares of Valora Holding AG for CHF 260.00 per share. This is equivalent to a premium of 57.3 percent to the volume-weighted average share price of the last 60 trading days and 52.0 percent to the Valora closing share price on July 04, 2022.
  • Based on an external fairness opinion, the Valora Board of Directors unanimously recommended that shareholders accept the offer by FEMSA.
  • Valora’s largest individual shareholder – Peter Ditsch – owning a stake of approximately 16.91 percent (742’197 shares), supports the offer and is undertaking to tender all of his shares as part of this offer.
  • Valora and FEMSA are greatly aligned regarding their strategic priorities and long-term value creation opportunities. Valora is expected to accelerate its growth path by leveraging FEMSA’s core convenience skill set and to serve as a platform for additional growth in the European convenience store and food service (foodvenience) market. The transaction between FEMSA and Valora will also create a formidable player in the European convenience store and food service market catering to an increasingly mobile and digital clientele.
  • Valora will continue to operate under its own company name, becoming the retail arm of FEMSA’s Proximity Division in Europe. Valora will continue to be headquartered in Muttenz (Switzerland) and will take on responsibility for further developing the European convenience markets for FEMSA. Valora’s brands and formats will be retained in accordance with Valora’s current management’s expansion and operating plans.
  • FEMSA will fund the up to USD 1.2 billion respective CHF 1.1 billion (EUR 1.11 billion) all-cash acquisition with available cash on hand.

Daniel Rodriguez Cofré, CEO of FEMSA: »FEMSA and Valora have each been around for well over one hundred years, and both companies have developed successful business models and strong corporate cultures. Having built a significant store base and convenience and logistics expertise in Latin America during the past four decades, FEMSA has been looking for a platform to grow and develop our proximity retail business in markets outside of Latin America. Valora has earned an excellent reputation in the international convenience and food service business with its sophisticated concept of innovative formats at high-traffic locations, and we look forward to further expanding on this strategy with the continued support of Valora’s management, who will together with the Valora team members play a key role in our plans for the company’s future.«

»As the largest franchise bottler by volume in the global Coca-Cola system, as well as the second largest shareholder of Heineken, we are fortunate to have close business relationships with many of the leading consumer products companies in the world. Now we are joining forces with Valora to become one of the leading convenience and food service platforms in Europe, serving the needs of an increasingly mobile and digital clientele,« says Carlos Arenas, CEO of FEMSA’s Proximity Division. »Valora has the knowledge, experience, network and operating and cultural understanding required to expand rapidly and sustainably in the various European markets, while we bring to bear proven expertise in scaling growth, and the opportunity for cross fertilization of best practices.«

»The transaction with FEMSA, which does not yet have any operations in Europe, is extraordinary in that it creates unique opportunities for both companies with benefits for all stakeholders. After the transaction, Valora will operate as the European retail affiliate within FEMSA’s Proximity Division and will continue with its existing growth strategy to create sustainable value,« comments Valora Chairman Sascha Zahnd on the unanimous decision of the Board of Directors in favour of the intended transaction with FEMSA.

»FEMSA and Valora complement each other very well with their growth-oriented strategies in the convenience store and food service businesses, capacity for innovation, and digitalisation philosophy,« comments Valora CEO Michael Mueller on the planned transaction with FEMSA. »We aim to pro-actively drive the growth of the sector and can benefit from FEMSA’s resources and extensive experience as a leading retail company. The new scale and opportunities offered by the transaction with FEMSA, as well as FEMSA’s willingness to continue implementing our successful growth strategy under existing management and employees, convinced Valora’s Group Executive Management to support FEMSA’s offer to become an integral part of the FEMSA Group.«

Ambition to accelerate Valora’s growth plans

FEMSA and Valora expect the transaction to give positive impetus to the development of the European business and accelerate growth by leveraging resources of both companies. The value creation thesis is driven by growth, rather than by cost synergies from overlapping retail networks, thus it is not expected that there will be an adverse impact on the workforce because of the transaction. In fact, the two companies expect the envisaged growth in Europe to create a significant number of new and attractive employment opportunities in Switzerland and other European countries.

The numerous existing business relationships and partnerships in Switzerland and internationally will not be affected by the transaction between Valora and FEMSA and will be strengthened and expanded by the targeted growth. With FEMSA’s backing, Valora can continue to play an active role in the ongoing growth of the sector from a position of strength.

The transaction is to be fully funded with FEMSA’s available cash on hand.

The tender offer is subject to customary terms and conditions as well as regulatory approvals for this type of transactions, and is expected to be settled end of September or beginning of October 2022. The intention is to then delist Valora from SIX Swiss Exchange. The pre-announcement of the offer which has been published includes the material terms and conditions of the public tender offer.

Credit Suisse is acting as exclusive financial advisor to FEMSA as well as offer manager for the public tender offer. The exclusive financial advisor to Valora is J.P. Morgan.

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