FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of June, 2023

           Brazilian Distribution Company           
(Translation of Registrant’s Name Into English)

Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
     Brazil     
(Address of Principal Executive Offices)

        (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)

Form 20-F   X   Form 40-F       

        (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):

Yes ___ No   X  

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):

Yes ___ No   X  

        (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ___ No   X  

 

 
 

 

 

 

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Publicly traded company

CNPJ/MF Nº 47.508.411/0001-56

NIRE 35.300.089.901

 

MATERIAL FACT

 

Companhia Brasileira de Distribuição (“GPA” or “Company”), under the terms of Law No. 6,404, of December 15th, 1976, as in force, and under the Resolution No. 44, of August 23rd, 2021, of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), hereby, in continuity to the material fact disclosed on June 28, 2023, informs the following in relation to the non-solicited offer received from Mr. Jaime Gilinski for the acquisition of the total equity interest held by GPA in Almacenes Éxito S.A. (“Éxito” and “Offer”, respectively).

 

The Board of Directors of the Company had a meeting on this date to discuss and analyze the Offer together with its financial and legal advisors, having unanimously decided, with the recommendation from its advisors, to reject the Offer, as it was understood that the offered price does not reflect adequate parameters of financial reasonability and, therefore, does not meet the best interest of GPA and its shareholders.

 

It is important to emphasize that the transaction of segregation of the businesses of GPA and Éxito, as already announced to the market, continues to move forward, pending only the declaration of effectiveness of Éxito’s registration statement on Form 20-F by the U.S. Securities and Exchange Commission and the regulatory authorizations from Colombian authorities.

 

GPA will keep the market and its shareholders informed of any new material facts related to this matter.

 

São Paulo, June 29, 2023.

 

Guillaume Marie Didier Gras

Vice President of Finance and Investors Relations Officer

 

 
 

SIGNATURES

        Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



     
    COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
Date:  June 29, 2023 By:    /s/ Marcelo Pimentel          
             Name:   Marcelo Pimentel
             Title:     Chief Executive Officer
       
     By:    /s/ Guillaume Marie Didier Gras            
             Name: Guillaume Marie Didier Gras
             Title: Investor Relations Officer



FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

 

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