Carrefour Announces a Strategic Partnership with Showroomprivé and Acquires a c.17% Stake in the Company

PARIS, January 11, 2018 /PRNewswire/ --

Carrefour, one of the global leaders in food retail, and Showroomprivé, Europe's second-largest online private sales player, announced today the signing of a strategic agreement. In order to seal this partnership, Carrefour will acquire c. 17% of the share capital of Showroomprivé from Conforama, a subsidiary of the Steinhoff group.

This partnership is part of the two groups' strategy of developing a leading omni-channel offering, and will notably cover such aspects as commercial, marketing, logistics and data.

Alexandre Bompard, CEO of Carrefour, declared: "This partnership is a new step in the acceleration of our digital strategy, in an omni-channel approach. It also allows Carrefour to enter the online private sales market and strengthen its offering. I am convinced of the quality of Showroomprivé's management and the strong potential resulting from the operational cooperation between our two groups."

Thierry Petit and David Dayan, Co-Founders of Showroomprivé, added: "We are pleased with this partnership with Carrefour. It allows us to enter a new stage after the agreement with Conforama, in partnership with one of the world's leading retailers. It allows us to continue building our omni-channel offering and opens up unprecedented opportunities."

Carrefour's equity investment in Showroomprivé will take the form of an off-market acquisition of the block of shares owned by Conforama at price of 13.5 euros per share, for a total amount of c. 79 million euros.

An additional payment will be made by Carrefour to Conforama should Carrefour launch a takeover bid for Showroomprivé within eighteen months of the completion of the transaction. This additional payment will be equal to the difference between the offer price per share made by Carrefour and the acquisition price (13.5 euros), multiplied by the number of shares sold by Conforama.

Upon completion of the transaction, Carrefour will replace Conforama in the current shareholders' agreement between the founders of Showroomprivé and Conforama, under an agreement whose main terms[1] are identical to the existing pact between the founders and Conforama / Steinhoff. The founders will retain 27.17% of the capital and 40.42% of the voting rights. Carrefour will hold 16.86% of the capital and 13.67% of the voting rights.

This transaction is subject to the obtaining of a waiver by the Autorité des Marchés Financiers exempting Carrefour from the obligation of launching a public offer.

[1] The shareholders' agreement contains provisions relating to (i) the composition of the board of directors (11 directors and one non-voting director, including five appointed by the founders among whom the chairman having a casting vote and one director and one non-voting director appointed by Carrefour, and 5 independent directors); (ii) an undertaking of the parties to maintain the current CEO and Co-CEO leadership; (iii) possible termination of the concert agreement in case of persistent disagreement on major strategic decisions, which could lead to the unwinding of the Carrefour investment or a tender offer; (iv) reciprocal standstill and lock-up undertakings subject to exceptions, and (v) share transfer provisions such as reciprocal right of first offer, reciprocal call options and undertaking to tender in case of public offer under certain price conditions.

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