Americanas S.A. (BVMF:AMER3)
Brazil flag Brazil · Delayed Price · Currency is BRL
5.37
+0.01 (0.19%)
May 12, 2026, 2:59 PM GMT-3
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M&A Announcement

Dec 13, 2021

Operator

Good afternoon, ladies and gentlemen, and thanks for standing by. Welcome to the conference call about the consolidation of shareholder base of Lojas Americanas and Americanas S.A. Today with us are Mr. Fábio Abrate and Raoni Lapagesse, IR officers. To better follow the conference call, you may refer to the presentation which is available from the Investor Relations site at ri.americanas.com. We inform you that this event is being recorded and that all participants will be connected in listen-only mode during the conference call during the company's presentation. Later, we will begin the Q&A session when further instructions will be given. Should you require the assistance of an operator during the conference, please press star zero. The call is being recorded and will be available for replay after it ends for the period of a week.

Before proceeding, we would like to clarify that any forward-looking statements made during this conference call relating to the company's business outlook, operational and financial projections and targets are based on the beliefs and assumptions on the part of the company's directors and on information currently available. Such forward-looking statements are no guarantee of performance. As they refer to future events, they involve risks, uncertainties, and assumptions and have to do with circumstances that may or may not materialize. Investors should understand that general economic conditions, industry conditions, and other operating factors may affect the future performance of the companies and could lead to results which differ materially from those expressed in such forward-looking statements. We now turn the floor over to Mr. Fábio Abrate, who will begin the presentation. You may proceed, sir.

Fábio Abrate
Financial and Investor Relations Director, Americanas

Good afternoon, everyone. Thank you for attending this call about the consolidation of our shareholder base of both Lojas Americanas and Americanas S.A. approved in a special shareholders meeting last Friday. With that approval, Americanas S.A. will have a simplified shareholder base with one listing in the Novo Mercado of B3. This new step reinforces our objective to become a single company to both partners, customers, and investors. At the same time, results we've already achieved in the operational combination phase with above-market growth in the third quarter, market share gains in both physical and digital worlds, and a GMV of BRL 13 billion in the period are proof of our successful strategy. Let me start with slide four. The change in consumer behavior driven by the pandemic changed consumer behavior.

Paying close attention to that change, especially with a stronger integration between the digital and physical worlds, the company has identified in creating Americanas S.A. the possibility to use consumer experience of over 50 million active customers throughout the country. On slide six, this is the section that explain our new shareholder structure. During the phase two studies, we identified opportunities to consolidate shareholder base of both Americanas and Americanas S.A. In that context, the controlling shareholder will become a reference shareholder at Americanas S.A., and the shareholder bases will be consolidated in the new market, simplifying our equity and improving our liquidity. To make this possible, the current controller of Lojas Americanas relinquished its control, not charging any premium for that. This group has been with the company since the 1980s, has always had a driving force as a long-term value creation, ensuring growth with profitability.

Our GMV grew 34x in 20 years from BRL 1.5 billion in 1999 to BRL 51.3 billion in the past 12 months. Our EBITDA grew astounding 137x in the period, reaching BRL 3.4 billion. With that decision, the reference shareholders reinforces its long-term commitment to value generation. On slide eight, this is the approved structure. With the approval of that assembly on December 10th, Lojas Americanas will be incorporated by Americanas S.A. The reference shareholder will have 29.5% of Americanas S.A. shares. Free float will be 70.5% of the shares. On slide nine, this is our new structure. The AMER3 shares owned by Lojas Americanas will be shared to LAME3 and LAME4 shareholders in the same proportion. We include the total amount of Americanas shares divided by the total equity.

The factor will be 0.18964 AMER3 share to every LAME3 or LAME4 share. Still, within the realm of that transaction, we adapted the bylaws of Americanas S.A., and we included a poison pill with a 15% trigger to protect the entire shareholder base. Now, I'll turn over to Raoni to keep on going with the presentation.

Raoni Lapagesse
Director of Investor Relations, Americanas

Thank you, Fábio. Good afternoon, everyone. By combining the shareholder base, it's a important landmark. Let me describe a few of the benefits on slide 10, where the expectation of generating value will be driven from the simplified shareholder base, better governance, eliminating the holding discount of LAME3, LAME4, consolidation of the shareholder base in the new market, and as a consequence, more liquidity for AMER3. On top of that, we understand the market will better understand the company as a whole.

On slide 12, this is the timeline of the operational combination and the consolidation of our shareholder bases. Back in February, we announced a study of the operational combination of Lojas Americanas and B2W. On June 10th, shareholders approved that transaction. B2W incorporated the physical platform, consolidating operations, and we created Americanas S.A. In October 18th, we announced we were considering a consolidation of shareholder bases of both Lojas Americanas and Americanas S.A. The transaction was approved by the boards on November 3rd, and the meetings were called. On December 10th, last Friday, the transaction was approved in a general shareholder assembly. As of tomorrow, the 14th, we start the right of withdrawal of LAME3 shareholders. That will be concluded on January 13th. B3 and the underwriting banks will start the operational process of shareholder consolidation.

The last trading day of LAME3, LAME4 is scheduled for January 21st, and the credit of AMER3 shares will take place on January 26th. At the same time, the company considers listing in the United States according to this new shareholder base, and the market will be duly informed. Finally, on slide 14, this is the strategic model of Americanas S.A. Our focus is to promote more customized consumption journeys and adapt it to customer profiles. Our unique assets drive our growth strategy. They are 50 million active customers, our business platforms, and 37,000 associates with a strong owner culture. These are competitive advantages, large assortment with recurrence and convenience, multichannel national presence and a low CAC. Our ecosystem is made up of three layers. Core, our commerce brands are there. Growth initiatives, marketplace and new markets where we operate are there.

Future, that's where disruptive initiatives promoting new technologies in every platform and drive the development of new businesses. The three layers together benefit from each other, generating a powerful network effect that allows us to better serve our customers and increasing our relevance on their day-to-day activities. This model uses profitability and growth by using digital platforms, our physical platform, fulfillment, fintech and ads platforms on top of entering new strategic markets. By doing so, we conclude our presentation and now we can start our Q&A session. Thank you.

Operator

Ladies and gentlemen, we will now begin the Q&A session. To ask a question please press star one. To remove the question from the list press star two. Questions from the webcast platform will be answered by the IR team at the end of this conference call. Our first question comes from Victor, from BTG Pactual. He's asking if we can comment on the process to integrate companies and the sales performance during the Black Friday period.

Fábio Abrate
Financial and Investor Relations Director, Americanas

Let me talk about the integration of the companies. This has been very successful. We have been informing the market as things progress. We've been showing that in the quarter calls. The last quarter was the first one in which we operated integrated for a whole quarter, and we have seen major gains after that consolidation. Even this new phase that we have concluded, with the approval of the shareholder base, that's the result of a successful operational integration. We have been keeping you informed. Operationally speaking, I think we have been able to show you these positive results in the past quarter, and we hope to increase that synergy even more so by having a combined platform. Let me now talk about sales. I cannot make any comments right now because the quarter isn't over. Still have Christmas and part of December.

We'll have the earnings call for Q4, and then we'll be giving you more information about sales as a whole.

Operator

Ladies and gentlemen, we remind you that to ask a question, please press star one.

Raoni Lapagesse
Director of Investor Relations, Americanas

We have a second question about the next steps and the next dates about the right of withdrawal. We had the meeting that approved the transaction last Friday on December 10th. Tomorrow, the 14th, we start that timeline for the right of withdrawal. On January 13th, that right of withdrawal is concluded. On January 21st, this is going to be the last trading session for both LAME3 and LAME4. As of January 24th, only AMER3 will be traded, representing Americanas S.A. Credits of AMER3 to both LAME3 and LAME4 shareholders will take place on January 26th. These are the dates that were included in the shareholder's notice. These are the next steps of that transaction.

Operator

The conference call. The Q&A session is now ended. I would like to turn the floor over to Mr. Raoni for his final remarks. You may proceed, sir.

Raoni Lapagesse
Director of Investor Relations, Americanas

Thank you for attending our call. We're very excited with the approval of that transaction. This is the beginning of a new era in our company to customers and investors. Feel free to get in touch with our IR team. Thank you very much. Have a good afternoon.

Operator

Americanas conference call is now ended. We thank you all very much for participating, and have a good afternoon. Thank you.

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