Lojas Americanas and B2W sign R$77 billion merger

On April 28, major Brazilian retailer Lojas Americanas and e-commerce giant B2W announced a R$77 billion merger agreement which will not only generate greater operational gains but will also allow new company, americanas s.a., to compete shoulder-to-shoulder with leading marketplaces Magazine Luiza and Mercado Livre.

americanas s.a. will rely on the over 1500 physical locations of Lojas Americanas in 603 Brazilian cities as well as B2W's popular online platform to disrupt Magazine Luiza and Mercado Livre from their market-leading positions. Additionally, the company should soon be listed on the Novo Mercado, the strictest governance segment of B3, the São Paulo-based stock exchange, under the AMER3 ticker.

B2W already operates the e-commerce divisions of Americanas.com, Submarino and Shoptime, and also owns digital payments fintech, Ame. Lojas Americanas, on the other hand, presently controls 62% of B2W.

Together, the new group will have 1,700 stores in 765 cities across Brazil, as well as an online marketplace with over 87,000 vendors.

In the second stage of the merger, billionaires Jorge Paulo Lemann, Marcel Telles and Beto Sicupira intend on taking Lojas Americanas to the US market for an IPO, not as an operational company, but as a holding company, under the name Americanas Inc. The possible listing would relocate the company’s shareholder base in order to to increase the potential for fundraising, reduce the cost of private capital injections and increase the liquidity of its shares.

Credit Suisse advised B2W's indepent committee as financial counsel with Yazbek Advogados acting as legal advisors. Additionally, BTG Pactual served as financial advisors to B2W, with Lazard and BMA Advogados representing Lojas Americanas and Ulhôa Canto Rezende e Guerra assisting controllers Jorge Paulo Lemann, Marcel Telles and Carlos Alberto Sicupira.

“The combination of our operations is a unique opportunity to accelerate the evolution of our businesses. The new company will be more powerful and valuable than the combination of its separate parts, because it will represent the result of a continuous sum, a new ecosystem fully integrated to generate value, based on five pillars: network effect, proprietary technology, scale economy, a recognized brand, and an even stronger M&A platform.”, announced the companies through an official statement.