FEMSA and Valora join forces - Agreement on the acquisition of Valora Holding AG by FEMSA, a leading Latin American retailer by way of public tender cash offer

Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”) headquartered in Monterrey (Mexico) and listed on the Mexican and New York stock exchanges, and Valora Holding AG (“Valora”; SIX: VALN), one of the leading foodvenience platforms with convenience stores and food service operations in Switzerland, Germany and other European countries, announced today a binding agreement under which FEMSA will launch a public tender cash offer to acquire all of Valora’s publicly held registered shares for CHF 260.00 net per share in cash.

FEMSA is a leading retail and beverage company with total sales of more than USD 27 billion / CHF 26.5 billion in 2021, which operates the largest convenience store chain in Mexico and Latin America (Proximity Division), as well as more than 3,600 pharmacies in four Latin American countries, and controls the largest franchise bottler of Coca-Cola products in the world in terms of sales volume (Coca-Cola FEMSA). FEMSA will fund the up to USD 1.2 billion / CHF 1.1 billion all-cash acquisition with available cash on hand.

FEMSA and Valora expect the transaction to give positive impetus to the development of the European business and accelerate growth by leveraging resources of both companies. Valora is expected to continue to operate under its current name and with concepts, formats and brands that are well established in accordance with the current management’s expansion and operating plans. FEMSA expects to complement these plans with the unique set of capabilities and new initiatives it has developed in other markets.

The tender offer is subject to customary terms and conditions as well as regulatory approvals for this type of transactions, and is expected to be settled end of September or beginning of October 2022. The intention is to then delist Valora from SIX Swiss Exchange. The pre-announcement of the offer which has been published includes the material terms and conditions of the public tender offer.

Niederer Kraft Frey acted as Swiss counsel to FEMSA in the transaction advising on all Swiss legal aspects of the transaction. The NKF team was led by Corporate / M&A and Capital Markets partners Philippe Weber and Thomas Brönnimann, working with senior associates Samuel Hochstrasser, Andrea Rüttimann, Julia Tolstova, Katalin Siklosi and junior associate Alexander Züger (all Corporate/M&A and Capital Markets), partner Nicolas Birkhäuser and associate Paloma Alcantara (Competition), associate Daniela Lötscher (Employment), associate Jamie Lee Mancini (Real Estate) and counsel Janine Reudt-Demont (IP).