American retailers, formerly known as B2W, and Lojas Americanas said on Wednesday (3) that their controllers will be diluted in a merger between the two companies and will hold a 29.2% stake in the combined company Americanas.
Brazilian billionaires Jorge Paulo Lemann, Marcel Telles and Carlos Alberto Sicupira, founders of 3G Capital, currently control Lojas Americanas and will become “reference shareholders” and will not hold more than 50% of the voting capital.
They decided to relinquish control of Lojas Americanas without charging a premium for it, the companies said.
Once the transaction is completed, the shares of Americanas held by Lojas Americanas will be canceled and each shareholder of Lojas Americanas will receive 0.186 common shares of Americanas.
An appraisal report commissioned by Lojas Americanas as part of the transaction assessed Lojas Americanas’ equity at R$10.344 billion, while Americanas’ equity was valued at R$25.877 billion.
The administration of Lojas Americanas also added that there remains the possibility of a reorganization to migrate its shareholder base to a new company, headquartered abroad, whose shares would be listed in the United States.
“The merits of this idea are still present, as is the recognition of the relevance and complexity of the topic and its possible implementation, which should not delay the benefits of the corporate consolidation of the two entities, now proposed.”
On the Stock Exchange, shares of Lojas Americanas soared 13.3%, while Americanas rose 6.57% this Wednesday.
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