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August, 2016 - Santiago, Chile



Liverpool, Owner and Operator of Retail Stores and Shopping Centers in Mexico, in Its Association Agreement With the Controllers of Chilean Retail Multinational Ripley


Carey advised El Puerto de Liverpool (Liverpool), owner and operator of retail stores and shopping centers in Mexico, in the negotiation of an Association Agreement with the Calderon family, controlling persons of Ripley Corp (Ripley), holders of 52.98% of Ripley shares. To this end, Liverpool will make a tender offer (OPA) of up to 100% of the shares issued by Ripley, at a price of CLP420 per share payable in cash (Offer). The Offer will be made by a subsidiary of Liverpool within 10 business days after all condition precedent required to commence the Offer have been met, including the authorization from the Superintendency of Banks and Financial Institutions allowing Liverpool to acquire more than 10% of the shares of Ripley and indirectly participate in more than 10% of Banco Ripley. The Offer shall be deemed successful, among other conditions, if as a result of it Liverpool acquires at least 493,693,336 shares, representing 25.5% of the shares of Ripley.

Parties also agreed on a shareholders agreement, which shall become effective upon a successful OPA. Such shareholders agreement provides for a joint management of Ripley, and sets out reciprocal share transfer restrictions usual for this kind of agreements.

The valuation of Ripley for the transaction was USD1,200 million. Final acquisition price will depend on the number of shares finally offered for sale in the OPA.

Carey advised Liverpool through a team led by partners Jorge Carey and Salvador Valdés and associates Cristián Figueroa and Francisco Urcelay.


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