SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES ACT
OF 1934
Almacenes
Éxito S.A.
(Name of Subject
Company)
Casino,
Guichard-Perrachon S.A.
(Name of Person Filing Statement)
Common Shares, par value of COP 3.33 per common
share
American Depositary Shares, each representing
eight common shares
(Title of Class of Securities)
02028M105*
(CUSIP Number of Class of Securities)
Pascal
Rivet
1, Cours
Antoine Guichard
42000
Saint-Étienne
France
+33
4 77 45 46 98
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With copies to:
John Vetterli
Karen Katri
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819-8200
| ☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| * | The CUSIP number is for the American Depositary Shares relating to the common shares. No CUSIP number exists for the underlying common
shares, because such shares are not traded in the United States. |
This Schedule
14D-9 consists of a communication by the Casino Group, which is attached hereto as Exhibit 99.1, concerning recent developments
relating to a proposed tender offer for common shares of Almacenes Éxito S.A. (“Éxito”)
(including common shares represented by American Depositary Shares) by Cama Commercial Group, Corp. (the “Buyer”).
Important Information
The tender offer described in this communication
has not yet commenced. This communication is provided for informational purposes only and does not constitute an offer to purchase or
the solicitation of an offer to sell any shares or other securities. If and at the time a tender offer is commenced, the Buyer has advised
us that it intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule
TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Éxito
will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
U.S. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE TENDER OFFER STATEMENT, OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT WILL
BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TENDER OFFER AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TENDER OFFER.
Such documents, and other documents filed with
the SEC by the Buyer and Éxito, may be obtained by U.S. shareholders without charge after they have been filed at the SEC’s
website at www.sec.gov. The offer to purchase and related materials may also be obtained (when available) for free by U.S. shareholders
by contacting the information agent for the tender offer that will be named in the Tender Offer Statement on Schedule TO.
This communication shall
not constitute a tender offer in any country or jurisdiction in which such offer would be considered unlawful or otherwise violate any
applicable laws or regulations.
Forward-Looking Statements
This communication contains
forward-looking statements related to a pre-agreement for the purchase of and the proposed tender offer for shares of Éxito. Words
such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “plan,” “project,” “predict,” “should,” “would” and “will”
and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based
on the Casino Group’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include,
among others, the outcome and timing of regulatory reviews and the timing of the launch and completion of the tender offer. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated
or required by applicable law, the Casino Group undertakes no obligation and does not intend to update these forward-looking statements,
whether as a result of new information, future events or otherwise.
Exhibit
99.1
Disposal of Casino stake in Éxito Group
Paris, 11 December 2023
Following the previous communication on 16 October
2023 regarding the disposal by Casino Group of its total equity interest in Almacenes Éxito S.A. (“Éxito Group”)
to Grupo Calleja (“the Buyer”), the Casino group announces that the Buyer published in the Colombian newspaper El Colombiano,
on 10 December 2023, the first notice of the Tender Offer to be launched in Colombia (the “Colombian TO”) in connection with
the Buyer’s plan to acquire up to 100% of the outstanding shares of Éxito Group (including shares represented by American
Depositary Shares and Brazilian Depositary Receipts), subject to a minimum condition to acquire at least 51% of the outstanding shares
of Éxito Group (including shares represented by American Depositary Shares and Brazilian Depositary Receipts) (the “Transaction”).
In accordance with the information published by
the Buyer, the Colombian TO will be open from 18 December 2023 to 19 January 2024 and the settlement will occur on the thirdd
business day after the allocation of the Colombian TO by the Colombian stock exchange, at the end of January 2024.
As previously disclosed, the Casino group expects
that the Buyer will also launch a tender offer in the United States (the “U.S. TO”) as part of the Transaction. As of the
date hereof, the U.S. TO has not yet commenced, and the Buyer has not yet disclosed the dates during which the U.S. TO will remain open.
***
This communication is for informational purposes
only under the current applicable laws and regulations, and is neither an offer to sell nor a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This communication contains forward-looking
statements related to a pre-agreement for the purchase of and the proposed tender offer for shares of Éxito Group. Words such as
“anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “plan,” “project,” “predict,” “should,” “would” and “will”
and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based
on Casino Group’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others,
the outcome and timing of regulatory reviews and the timing of the launch and completion of the tender offer. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required
by applicable law, Casino Group undertakes no obligation and does not intend to update these forward-looking statements, whether as a
result of new information, future events or otherwise.
***
Monday 11 December 2023 ▪ 1
ANALYSTS AND INVESTORS CONTACTS
Christopher WELTON - cwelton.exterieur@groupe-casino.fr
- Tel: +33 (0)1 53 65 64 17
or
IR_Casino@groupe-casino.fr - Tel: +33 (0)1 53 65
24 17
PRESS CONTACTS
Groupe Casino – Communications Director
Béatrice MANDINE – bmandine@groupe-casino.fr
- Tel: + 33 (0)6 48 48 10 10
or
directiondelacommunication@groupe-casino.fr - Tel:
+ 33(0)1 53 65 24 78
Agence IMAGE 7
Karine Allouis - kallouis@image7.fr - Tel: +33
(0)6 11 59 23 26
Laurent Poinsot - lpoinsot@image7.fr - Tel: + 33(0)6
80 11 73 52
Franck Pasquier - fpasquier@image7.fr - Tel: +
33(0)6 73 62 57 99
Monday
11 December 2023 ▪ 2
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