FORM 20-F Grupo Casa Saba, S.A.B. de C.V.
FORM 20-F Grupo Casa Saba, S.A.B. de C.V.
FORM 20-F Grupo Casa Saba, S.A.B. de C.V.
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Table of Contents<br />
In April of <strong>20</strong>08, we continued to open new lines of business through the acquisition of 50.1% of Controladora <strong>de</strong> Clínicas Ambulatorias y <strong>de</strong> Rehabilitación, S.A. <strong>de</strong><br />
C.V., or Controladora <strong>de</strong> Clínicas Ambulatorias, a company that operates two full-service clinics un<strong>de</strong>r the name “Sport Clinic” specializing in orthopedics, trauma, sports medicine,<br />
nutrition, otorhinolaryngology and plastic surgery for short-stay patients. Each clinic is staffed with highly-trained, specialized personnel that conduct out-patient surgeries and<br />
provi<strong>de</strong> rehabilitative therapy. Both clinics are located in Mexico City. With this acquisition, we are seeking to diversify and increase our participation in the healthcare sector. In <strong>20</strong>08,<br />
we began construction of a new clinic in Tampico, Tamaulipas, which opened to the public in November <strong>20</strong>09. In addition, in <strong>20</strong>09 we continued our expansion in the healthcare sector<br />
and opened Perfect Image in Mexico City, a clinic specializing in plastic surgery as well as health and beauty treatments. However, in accordance with our business plan, during <strong>20</strong>11 we<br />
began the process of divestiting Sports Clinic.<br />
On March 25, <strong>20</strong>10 our subsidiary <strong>Casa</strong> <strong>Saba</strong> entered into a new credit agreement with Scotiabank Inverlat, S.A. to liquidate the bank loans related to Drogarias, which<br />
was prepaid on October 3, <strong>20</strong>10.<br />
As part of our strategy to expand our retail pharmacy operations, on May 17, <strong>20</strong>10 we entered into a Stock Purchase and Sale Agreement, or the FASA Agreement,<br />
with a group of entities controlled by Mr. Jose Codner Chijner to acquire up to 100% of the capital stock of Farmacias Ahumada, S.A., or FASA, for a total price of approximately $637<br />
million, including the assumption of net <strong>de</strong>bt that, as of March 31, <strong>20</strong>10, was $162 million. FASA is the largest retail pharmacy chain in Latin America, with annual sales of approximately<br />
$1,691 million in <strong>20</strong>10 and over 1,260 pharmacies in Chile, Mexico and Peru. The transaction was subject to the completion of a ten<strong>de</strong>r offer for all of the outstanding shares of FASA on<br />
the Santiago Stock Market, at a price of 1,642 Chilean Pesos per share and the validity of such offer was conditioned upon the acquisition of at least fifty percent plus one of the<br />
outstanding shares of FASA. The Acquisition was also subject to the approval of our general sharehol<strong>de</strong>rs’ meeting and the Mexican Antitrust Commission, Comision Fe<strong>de</strong>ral <strong>de</strong><br />
Competencia.<br />
On July 21, <strong>20</strong>10, our sharehol<strong>de</strong>rs approved the Acquisition by ratifying the execution of the FASA Agreement. Additionally, our sharehol<strong>de</strong>rs authorized the<br />
Company to launch a ten<strong>de</strong>r offer, directly or indirectly through one of its subsidiaries, for up to all of the shares that represented the capital stock of FASA, and to carry out all<br />
necessary acts, including the granting of collateral, in or<strong>de</strong>r for the Company to obtain the necessary resources to finance the Acquisition.<br />
On August 30, <strong>20</strong>10, the Company entered into a credit facility agreement, as borrower, with HSBC México, S.A., Institución <strong>de</strong> Banca Múltiple, <strong>Grupo</strong> Financiero<br />
HSBC or HSBC Mexico and Banco Mercantil <strong>de</strong>l Norte, S.A., Institución <strong>de</strong> Banca Múltiple, <strong>Grupo</strong> Financiero Banorte, as len<strong>de</strong>rs, for the amounts of Ps.5,773.9 million and Ps.1,950.0<br />
million, respectively (the “Acquisition Loan”). Certain subsidiaries of the Company executed the Acquisition Loan as joint obligors. HSBC Mexico and HSBC Bank (Chile) were<br />
appointed as collateral agents in their respective countries. The Acquisition Loan provi<strong>de</strong>s for a series of covenants which, among other things, restrict the ability of the Company and<br />
the joint obligors to: (i) incur, assume or allow the existence of in<strong>de</strong>btedness, (ii) create liens, (iii) consolidate, merge or transfer assets, (iv) sell assets, including capital stock of our<br />
subsidiaries, (v) make loans, (vi) modify the nature of our business, (vii) pay divi<strong>de</strong>nds on our capital stock or re<strong>de</strong>em, repurchase or retire our capital stock, (viii) make investments, and<br />
(ix) create any consensual limitation on the ability of our subsidiaries to pay divi<strong>de</strong>nds, make loans or transfer any distribution to us, among other customary covenants and provisions.<br />
On September 28, <strong>20</strong>10, the Company and certain subsidiaries entered into an irrevocable guaranty trust as trustors and second beneficiaries with The Bank of New<br />
York Mellon, S.A., Institución <strong>de</strong> Banca Múltiple, as trustee, pursuant to which the trustors transferred the property of certain shares to the trustee in favor of HSBC México as first<br />
beneficiary and acting as Mexican collateral agent, in or<strong>de</strong>r to secure its obligations un<strong>de</strong>r the Acquisition Loan. In case of execution on the collateral, the Company has agreed that the<br />
beneficiary is entitled to instruct the sale of the trust estate to the trustee, in or<strong>de</strong>r to obtain the necessary resources to pay the Acquisition Loan. In this case, the trustee shall follow<br />
the procedure established in the trust agreement for the sale of the trust estate. Among other customary covenants, the trustors have agreed to immediately transfer to the trustee any<br />
additional shares that each trustor acquires from time to time, and to abstain from creating or allowing the existence of any lien over the trust estate.<br />
<strong>20</strong>