Grupo Casa Saba, S.A.B. de C.V. ("GCS") (BMV:SAB) announces that it has executed an agreement under which Alliance Boots ("AB") will acquire GCS's pharmacy retail business for an equity value consideration of $8.3 billion Mexican pesos.
The transaction will require AB to launch a tender offer for the shares of Farmacias Ahumada S.A. (BCS:FASA) which trade on the Bolsa de Comercio de Santiago. FASA is one of the leading pharmacy chains in Latin America with over 1,400 stores across Mexico (primarily under the Farmacias Benavides brand) and Chile (under the Farmacias Ahumada brand) and is also the exclusive master franchise licensee for GNC, a chain of health consumer products, in Chile and Brazil.
GCS which holds 97.8 of the shares of FASA through its subsidiary Controladora Casa Saba, S.A. de C.V. ("CCS"), and GCS's controlling shareholder have irrevocably committed to tender its FASA shares to the offer. GCS's shareholders need to approve the transaction before the tender is launched and the completion of the tender is subject to anti-trust clearance in Mexico in Mexico.
This transaction has been approved by the Boards of Directors of GCS and Alliance Boots GMBH and AB's obligation to launch and complete the tender offer will be subject to the satisfactory completion of certain conditions. Such conditions include the approval of a majority of GCS shareholders, regulatory approvals (including anti-trust authorities in Mexico), and other customary closing conditions. We expect the transaction to close during the third quarter of 2014.
Manuel Saba, Chairman of the Board of GCS, said, "Over the last four and a half years we have successfully consolidated a business model with clear and sustainable competitive advantages based on a deep, experienced and dedicated team and state-of-the art technology. As a result, we have strengthened FASA's position as a leader in Mexico and Chile, significantly improving profitability and reactivating selling space growth. We believe this transaction brings clear benefits to all stakeholders and is great news for FASA's customers, employees, suppliers and shareholders. This transaction also represents an important patrimonial decision for GCS and its controlling shareholders as it completely resolves recent liquidity issues at GCS and its subsidiaries. Moreover, the investors to whom GCS had agreed to sell GCS's wholesale business, Casa Saba, have informed GCS of their intent to approach AB with a view to have AB re-examine the Casa Saba wholesale business."
AB has today issued a press release in connection with this transaction.
Estructura Partners exclusively advised GCS in this transaction.
Grupo Casa Saba, S.A.B. de C.V.