Cama Commercial SC TO-T/AThird party tender offer statement (amended)

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. 4)

____________________________________

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

____________________________________

This Amendment No. 4 (this “Amendment”) is being filed to comply with the obligations of Rule 14d-3(b)(2) of the Exchange Act. The Schedule TO relates to the offer (the “U.S. Tender Offer”) by the Purchaser to purchase all of the issued and outstanding shares of common stock held by U.S. holders (the “U.S. Holder Shares”) and all of the issued and outstanding American Depositary Shares (“ADRs”) of Almacenes Éxito, S.A. (“Éxito”) for US$0.9053 per U.S. Holder Share, payable in U.S. dollars, or the Colombian peso equivalent of US$0.9053 per U.S. Holder Share, payable in Colombian pesos and US$7.2424 per ADR (payable in U.S. dollars), in each case without interest and less any applicable withholding taxes and brokerage fees and commissions. Through a concurrent offer in the Republic of Colombia (the “Colombian Tender Offer” and, together with the U.S. Tender Offer, the “Offers”), Purchaser is offering to purchase all of the issued and outstanding Éxito common shares (including Éxito common shares represented by Brazilian Depositary Receipts (“BDRs”), each representing four Éxito common shares) wherever located, including Éxito common shares held by U.S. holders, at the same purchase price of US$0.9053 per Éxito common share, payable in U.S. dollars or Colombian pesos, in each case without interest and less any applicable withholding taxes and brokerage fees and commissions. The U.S. Tender Offer expired at 11:59 p.m. New York time on January 18, 2024, and the Colombian Offer expired on January 19, 2024 at 1:00 p.m. Colombia time.

As previously disclosed, acceptance of the Éxito common shares and ADSs tendered in the U.S. Tender Offer and consummation of the U.S. Tender Offer was conditioned upon the valid tender of more than 51% of the outstanding Éxito common shares (including shares represented by ADSs and BDRs) (the “Minimum Condition”).

As of the expiration of the U.S. Tender Offer, no U.S. Holder Shares and 105,733,816 ADSs, representing 845,870,528 Éxito common shares, had been validly tendered into and not validly withdrawn from the U.S. Tender Offer, representing in the aggregate 65.1% of Éxito’s outstanding share capital, and an additional 427,672 ADSs had been tendered under Notices of Guaranteed Delivery. ADS subject to the Notice of Guaranteed delivery must be delivered within the two trading-day settlement period. The final number of shares purchased in the U.S. Tender Offer is subject to change following the expiration of such guaranteed delivery period. The Colombian Tender Offer expired on January 19, 2024 at 1:00 p.m. Colombian time. As of January 18, 2024, approximately 259,971,734 Éxito common shares had been tendered into the Colombian Tender Offer (including shares represented by BDRs), which, together with the Éxito common shares underlying ADSs (which excludes ADSs tendered under Notices of Guaranteed Delivery which will not settle until the close of business of January 22, 2024) tendered into the U.S. Tender Offer, constitute approximately 85.14% of the outstanding Éxito common shares.

The Minimum Condition has been met, and Purchaser intends to accept and pay for all of the common shares and ADSs validly tendered and not validly withdrawn in accordance with the terms of the U.S. Tender Offer (including any shares subject to Notice of Guaranteed Delivery which are validly delivered during the two trading-day settlement period) for an aggregate cost of approximately $768.9 million (excluding fees and expenses), and to pay for all of the common shares validly tendered in accordance with the terms of the Colombian Tender Offer. The U.S. Tender Offer and the Colombian Tender Offer are expected to be settled on or about January 25, 2024.

ITEM 12.  EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit.

____________

*        Filed herewith

†        Confidential portions of this exhibit have been omitted.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2024