Wal-Mart Announces Tender Offer for Ownership of D&S
Move will make Wal-Mart a significant participant in the Chilean market
BENTONVILLE, Ark. and SANTIAGO, Chile – Wal-Mart Stores, Inc. (NYSE: WMT) today announced it will launch a tender offer to acquire all of the issued and outstanding shares and American Depositary Shares of Distribución y Servicio D&S S.A.(DYS).
The tender offer price is denominated at US$0.408 per common share. This offer price represents a premium of approximately 37.4 percent over the average closing price for the prior 30 trading days.
“Moving into Chile is an important step in implementing Wal-Mart International’s strategy. We continue to focus on portfolio optimization, global leverage and winning in every market,” said Michael T. Duke, vice chairman, Wal-Mart Stores, Inc. “A successful tender offer will give Wal-Mart the opportunity to be a significant participant in Chile, which continues to have a strong and growing economy among South America countries.”
The tender offer is expected to commence Dec. 23, 2008 in the United States and Chile. Wal-Mart has set as a minimum condition of the tender offer, the acquisition of at least 50.01% of D&S’s fully-diluted common shares. In order to demonstrate their support for the offer, the Ibañez family, the existing controlling stockholders of D&S, have agreed to tender a portion of their D&S shares. These controlling shareholders will enter into a long-term stockholders’ agreement with Wal-Mart regarding D&S, which will continue to operate with its existing leadership, associates and brands.
According to Craig Herkert, President and CEO, the Americas, Wal-Mart International, “This investment demonstrates our deep respect for D&S, which has a long history of providing the best value to Chilean consumers. We share a laser focus on price leadership just as we do in Wal-Mart’s 10 retail markets throughout the Americas. Both companies also have the same core values and business philosophies: respect for the individual, service to the customer and striving for excellence.”
About Wal-Mart Stores, Inc. (NYSE: WMT)
Wal-Mart Stores, Inc. operates Wal-Mart discount stores, supercenters, Neighborhood Markets and Sam’s Club locations in the United States. The Company operates in Argentina, Brazil, Canada, China, Costa Rica, El Salvador, Guatemala, Honduras, Japan, Mexico, Nicaragua, Puerto Rico and the United Kingdom and, through a partnership, in India. The Company’s securities are listed on the New York Stock Exchange under the symbol WMT. More information about Wal-Mart can be found by visiting www.walmartstores.com. Online merchandise sales are available at www.walmart.com and www.samsclub.com.
About Distribución y Servicio S.A.
D&S is a Chilean company whose stock is traded in the national and international Stock Exchanges. It is made up of a group of companies whose core business is food retail through different supermarket and hypermarket formats aimed at satisfying customers’ diverse needs. It covers the whole country, from Arica to Punta Arenas.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares or ADSs representing shares of Distribución y Servicio D&S S.A. The offers described in this press release have not yet commenced. If required under the U.S. federal securities laws, at the time the offers are commenced, Wal-Mart will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (“SEC”) with respect to the U.S. offer. All U.S. holders of shares of D&S and all holders of ADSs are advised to read any such tender offer statement. The tender offer statement will contain important information which should be considered carefully before any decision is made with respect to the U.S. offer. The offer to purchase included in the tender offer statement will be made available to all U.S. holders of shares of D&S and all holders of ADSs, at no expense to them. If the tender offer statement is filed with the SEC, it will also be available at no charge from the SEC’s website at www.sec.gov.
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