Carrefour , Dia ( Diasa ) 'yı satıyor.
Carrefour , Dia ( Diasa ) 'yı satıyor.
Carrefour, Dia için özel yatırım teklifi alıyor
Fransız perakendeci Carrefour, Carrefour Dia’nın indirim bölümünü satın almak için özel yatırım fonları ile ilgilenmeye başladı. Teklif Carrefour Dia’nın yüzde 100’ünün satışı ve Carrefour malvarlığının yüzde 25 inin satışına karşı çıkmanın ortasında geldi. Yakın bir kaynak “Carrefour Grup’un çeşitli büyük Fon’larla ilişki kurduğunu” ve Carrefour’un Dia’ya üç milyar teklif ettiğine inanıldığını belirtti. Carrefour’un kurucu ortaklarından biri olan Herve Defforey’in söylediğine göre Carrefour iki bölümün ayrılmasına karşı çıkıyor. Carrefour’un kurucularından biri olan Denis Deffoney’in oğlu olan Deffoney Deffoney’in ilave ettiğine göre, “Ben Carrefour’da sadece küçük bir ortağım, fakat hataya karşı oy kullanacağım” dedi. Carrefour ortağının oyu belli oldu.
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RE: Carrefour , Dia ( Diasa ) 'yı satıyor.
SPIN-OFF OF 100% OF DIA PROJECT
Spin-Off of 100% of Dia project
DIA: a new global leader in Hard Discount | Why spin off Dia ? | Benefits of the project | Terms of the spin-off | Timetable | Exchange ratio | Legal Structure | Taxation | Participating in the AGM | Webcast | Documents
DIA: a new global leader in Hard Discount
With sales of nearly €10bn in 2010, DIA is a leading player in the hard discount industry, the
3rd largest worldwide and the 1st in emerging markets. Since its creation in Spain in 1979, DIA rapidly established itself as an industry player in Iberia, France and various emerging markets. The group currently operates in seven countries, including Brazil and China. DIA has a unique expertise in the industry, anchored around:
6,373 stores under DIA banner, of which 2,070 are under franchise, equivalent to selling space of 2.6 million sq. m2
7 countries: Spain, Portugal, France, Brazil, Argentina, Turkey and China
A logistics platform comprising 42 warehouses
Staff of over 45,000 at the end of 2010, headed by an experienced top management
team composed of executives with an average of over 20 years at DIA and in the
A hard discount specialist
As a hard discounter by nature, DIA has all the qualities required to operate in the industry:
- Product strategy: DIA constantly aims to offer the best quality at the best prices by capitalizing on its private label brand (DIA has the best price image in 4 of 7 countries)
- Supply-chain: integrated management structure and optimized merchandise flows
- I.T. system: an internally-developed system allowing DIA to improve it on an ongoing basis
- In-house productivity at store level based on various efficiency levers (staff, displaying, packaging, check-out)
A proven and distinctive economic model
In addition to these four pillars, DIA has developed three specificities:
- An industrialized offering of fresh products and perishables, as well as a loyalty program supporting DIA’s price image and sales dynamics
- Two store formats with strong adaptability to local specifics: proximity (DIA Market) and attraction (DIA Maxi)
- A dynamic operating model built on a large network of owned stores and strong know-how in developing franchising
A unique geographical footprint
DIA is the only hard discounter with a footprint in both mature and emerging countries. The
group’s geographical footprint can be divided into three segments:
- Iberia: undisputed leadership and a model for the group
- France: ongoing replication of the Iberian success through the conversion of Edstores to-the DIA banner and the development of franchising
- Emerging markets: a strong growth driver
A very solid financial profile combining growth and resilient profitability
As a consequence, DIA boasts a solid and attractive financial profile, with structural growth
potential and high resilience in a cyclical environment:
- Sales of €9.6bn in 2010, i.e. a 3.9% rise vs. 2009
- Adjusted EBITDA cash(1) of €507m, i.e. a 16.5% rise compared to 2009
Strategy and objectives
The hard discount industry benefits from powerful growth dynamics, backed by both supportive demographics (population increase, notably urban population particularly in emerging markets) and favorable socio-economic trends (increasing consumer price awareness).
DIA benefits from the necessary assets to seize all profitable growth opportunities offered by the sector.
The group has defined 3 strategic priorities:
Continue to improve its Hard Discount backbone
o Capitalize on its private label strategy
o Focus on lowest prices
o Pursue cost-efficiency across the HD value chain
Capitalize on its distinctive competitive advantages
o Distinctive product offering including a large number of fresh food and perishable products
o Deployment of its loyalty program: ClubDIA
o Permanently adapt dual store format combining proximity (« DIA Market ») and attraction (« DIA Maxi »)
o Capitalize on its flexible operating models combining a strong network of owned stores and a rapid development of franchising in both advanced and emerging economies
Expand geographic footprint
o Accelerate organic growth in emerging countries, capitalizing on existing leadership positions
o Seize opportunities in high-potential areas/countries
To support this ambition, DIA has defined a set of 2013 operating objectives:
Accelerate store openings to over 8,000 stores by end of 2013
Complete transformation into DIA Market and DIA Maxi, in particular in France with
the ongoing conversion of Ed stores into DIA stores
Increase focus on franchising with an objective of 3,000 stores by end of 2013, i.e.
40% of all stores by this date (against 32% as of end-2010)
Pursue streamlining of its cost structure with an objective of €230m of cumulated cost cutting measures over 2009/2012, including €130m additional cost cutting measures based on the €100m achieved so far
In financial terms, DIA has set the following objectives over 2010/2013 :
Grow annual sales by an average growth rate of 7% per annum
Grow EBITDA cash adjusted(2) by an average of 10% per annum
While maintaining capital expenditure at a level expected to reach approximately
€300-350m per annum over 2010-2013
Emerging countries will be a key contributor and are expected to account for 30% of sales by
2013, and 20% of EBITDA cash adjusted (versus 22% and 7% respectively in 2010).
(1)The “adjusted EBITDA cash,” is defined as “operating profit” before “gains (losses) on disposals of noncurrent assets,” “depreciation amortization and impairment” of logistics assets included in “cost of sales” in the
income statement and “other restructuring costs and income” (included in "operating expenses")
(2)The “adjusted EBITDA cash,” is defined as “operating profit” before “gains (losses) on disposals of noncurrent assets,” “depreciation amortization and impairment” of logistics assets included in “cost of sales” in the
income statement and “other restructuring costs and income” (included in "operating expenses") BAYİLİK BAŞVURUSU
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Why spin off Dia ?
Why spin off Dia ?
- A highly autonomous hard discount business across the entire value chain (head office, purchasing, logistics, product range, pricing etc.) which has begun a growth cycle allowing it to expand autonomously.
- Dia's own-brand products and loyalty programme are clearly distinct from those of Carrefour.
- Interaction with Carrefour is currently very limited, as Dia has its own purchasing teams. In addition, Carrefour and Dia will maintain their partnership in retailer brands in Europe.
CONDITIONS IN PLACE TO SUPPORT THE OPERATION
- A project that has been under review for a long time (since 2007) and has now reached maturity.
- An currently autonomous group that is ready for independence, now in a position to expand on its own on the basis of foundations shared by all hard discount retailers (volumes, minimalist cost structure, optimised supply chain, store productivity) and factors that make it stand out, giving it a business model presenting strong value creation (range of fresh produce, 2 store concepts: convenience and attraction, expertise in franchise management).
- Critical mass and recognised as one of the world market leaders.
- An experienced management team with the organisation and prerequisite skills required for a listed company (cash management, communication, board of directors etc.).
Benefits of the project
BENEFITS FOR CARREFOUR
The spin-off of Dia will enable Carrefour to:
- focus fully on its transformation plan;
- continue with and step up its rate of brand development:
o in all of its formats, from hypermarkets to convenience stores;
o thanks to its enhanced product range, in particular the Carrefour Discount range, by focusing more on prices, choice and quality;
o by improving its services in order to satisfy all of its customers' needs.
BENEFITS FOR DIA
A 100% spin-off will enable Dia to:
- fully control its strategy;
- fully capitalise on its growth potential in both developed countries, where consumers pay attention to their buying power, and in emerging markets, where pricing is a decisive factor.
BENEFITS FOR SHAREHOLDERS
The proposed spin-off of Dia will enable both Carrefour and Dia to focus on their core business lines and reveal their full potential, while also allowing Carrefour shareholders to benefit directly from Dia's potential value creation.
Terms of the spin-off
If all of the conditions are met and the spin-off is approved by Carrefour shareholders at the general meeting on the 21st of June, 2011, Dia shares will be delivered automatically to your securities account or your PEA equity savings plan depending on your situation.
If you do not wish to keep the Dia shares allocated to you, you can sell them via your financial intermediary either directly on the Spanish markets or as part of the optional selling procedure set out below.
N.B.: for registered shareholders, Dia shares will initially be registered automatically in your name in an account held by CACEIS Corporate Trust. You will receive a letter from CACEIS Corporate Trust (Carrefour's registered account holder) informing you of the options available to you after the Dia shares are allocated.
Carrefour shareholders whose shares are registered in their name at the time of market closing on the 4th of July, 2011, i.e. the day before the ex-dividend date and delivery of the Dia shares, will be entitled to the allocation of Dia shares. Orders to buy Carrefour shares executed on July 4th, 2011, will entitle holders to Dia shares distributed the following day even if the settlement-delivery of these Carrefour shares will not occur until after the ex-dividend date and delivery of the Dia shares.
The Dia shares will be listed on the Spanish markets as of the ex-dividend and delivery date, i.e. July 5th, 2011, (subject to the Dia prospectus being approved by the Spanish securities market commission (CNMV)).
For more information, please contact your financial intermediary.
21 June 2011: Carrefour ordinary and extraordinary general shareholders' meeting
4 July 2011: Last day for execution of orders to allow buyers of Carrefour shares to benefit from the Carrefour ordinary dividend and allocation of Dia shares
5 July 2011: Ex-dividend date and payment of the Carrefour cash dividend for 2010 of €1.08 per Carrefour share
5 July 2011: Ex-dividend date and delivery of Dia shares
Initial listing of Dia shares on the Spanish markets (subject to approval of the Dia prospectus by the Spanish securities market commission (CNMV)).
http://www.carrefour.com/docroot/groupe/...INGL_S.pdf BAYİLİK BAŞVURUSU