UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(3)
of the Securities Exchange Act of 1934
(Amendment No. 3)
____________________________________
Almacenes Éxito S.A.
(Name of Subject Company (Issuer))
____________________________________
Cama Commercial Group, Corp.
Clarendon Worldwide S.A.
Fundación El Salvador del Mundo
Avelan Enterprise Ltd.
Francisco Javier Calleja Malaina
(Name of Filing Person (Offeror))
____________________________________
American Depositary Shares (ADS) each representing
8 Common Shares, par value COP 3.33 per share
(Title of Class of Securities)
02028M105
(CUSIP Number of Class of Securities)
Common Shares, par value COP 3.33 per share
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
____________________________________
Prolongación 59 Avenida Sur,
entre Avenida Olímpica y Calle El Progreso, #2934
San Salvador,
El Salvador 06015
Attn: Carlos Calleja, Gabriel Navarrete
+503 7871-3354
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
____________________________________
With a copy to:
Nicholas E. Rodriguez
Sey-Hyo Lee
Justin F. Hoffman
Winston & Strawn LLP
200 S Biscayne Blvd, Miami, FL 33131
(305) 910-0500
____________________________________
☐ | | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| | | Check the appropriate boxes below to designate any transactions to which the statement relates: |
| | | ☒ | | third-party tender offer subject to Rule 14d-1. |
| | | ☐ | | issuer tender offer subject to Rule 13e-4. |
| | | ☐ | | going-private transaction subject to Rule 13e-3. |
| | | ☐ | | amendment to Schedule 13D under Rule 13d-2. |
| | | Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ |
| | | If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
| | | ☐ | | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| | | ☒ | | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, filed with the Securities and Exchange Commission on December 18, 2023 and amended on January 8, 2024 and January 10, 2024 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), by Cama Commercial Group, Corp. (the “Purchaser”). The Schedule TO relates to the offer (the “Offer”) by the Purchaser to purchase all of the issued and outstanding shares of common stock held by U.S. holders (the “Shares”) and all of the issued and outstanding American Depositary Shares (“ADRs”) of Almacenes Éxito, S.A. for US$0.9053 per Share, payable in U.S. dollars, or the Colombian peso equivalent of US$0.9053 per Share, payable in Colombian pesos and US$7.2424 per ADR (payable in U.S. dollars).
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit.
