Lojas Americanas and Submarino propose to create B2W Companhia Global de Varejo a merger of Americanas.com and Submarino

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1 Lojas Americanas and Submarino propose to create B2W Companhia Global de Varejo a merger of Americanas.com and Submarino Transaction will originate a retail company with various distribution channels, such as: Internet, television, catalogs and kiosks Combined company will have strong financial base with gross sales in excess of R$1.6 billion (first nine months of 2006), being able to compete in Brazil s R$200 billion retail market (IBGE 2004). Creates new growth opportunities by offering new products and services and builds a solid platform for international expansion. The merger will allow the combining entity to achieve synergies with estimated net present value of approximately R$800 million. Corporate governance, with shares being traded in the Novo Mercado and additional provisions including Board of Directors election with five members from Lojas Americanas and four independent members, among other provisions in addition to the Novo Mercado rules 1. Submarino shareholders will receive 46.75% ownership of B2W and will also receive an extraordinary cash distribution of R$500 million. Lojas Americanas will own 53.25% of the capital of the combined company. B2W will have a co-ceos structure to be formed with the current CEO of Americanas.com, Anna Saicali, and the current CEO of Submarino, Flávio Jansen. The closing of the transaction is subject to shareholder s approval. SÃO PAULO, BRAZIL and RIO DE JANEIRO, BRAZIL November 23 rd, 2006 Submarino S.A. (Bovespa: SUBA3) and Lojas Americanas S.A. (Bovespa: LAME3 and LAME4) today announced the signing of the Merger Agreement that may result in the merger between Americanas.com, a wholly owned subsidiary of Lojas Americanas S.A. and Submarino S.A. The combined company, to be called B2W Companhia Global de Varejo, will build upon the complementary strengths of Americanas.com and Submarino to create a retail company able to sell its products through different distribution channels television, catalog, kiosks and Internet and also with great potential to grow in Brazil and abroad. B2W will possess the scale, scope and comprehensive product suite to enhance its long-term value for shareholders, customers and employees. The company will have headquarters in Sao Paulo, Brazil and will be listed on Bovespa - Novo Mercado. The transaction will be presented for Submarino s shareholder approval and Lojas Americanas shareholders in an extraordinary General s Meetings. OVERVIEW OF THE STRATEGIC COMBINATION The combination will create an important retailer in Brazil, positioned to compete with leading traditional retailers for Brazil s R$200 billion total retail market, according to IBGE. B2W will retain major operational centers in Sao Paulo and Rio de Janeiro. The combined company will have: Last nine months gross sales of R$1.6 billion (R$ 563 million from Submarino and R$1.0 billion from Americanas.com) Last nine months EBITDA of R$133 million (R$40 million from Submarino and R$93 million from Americanas.com) 1 For further information on corporate governance, please refer to the relevant transaction documentation. 1

2 A cash balance of approximately R$100 million as of September 30, 2006 after accounting for the effect of the R$500 million distribution to Submarino shareholders This announcement marks an extraordinary advancement in the 7-year history of both companies towards the process of building a world class company in Brazil. From this transaction also arises exciting prospects as it joins Americanas.com s deep knowledge of retailing with Submarino s focus on technology and Internet. B2W s Board of Directors will unite experience, shared vision and financial sophistication which will support B2W on delivering value to shareholders and ensuring that the combined company delivers on its full potential. Through this merger, the companies reinforce their commitment to providing a wide array of choices at a for its clients. The realization of significant synergies from operations, the utilization of each companies best practices and the continuing focus on customer service will enable the company to expand distance retailing, which today represents less than 2% of all retailing in Brazil. TERMS OF THE TRANSACTION The key financial terms of the transaction include the following: Each existing Submarino share will be exchanged for one share of B2W; Lojas Americanas and Submarino will receive 53.25% and 46.75% shares of B2W, respectively. Submarino shareholders will receive a special cash distribution in the aggregate amount of R$500 million and Lojas Americanas will make a R$175 million capital injection in Americanas.com prior to the transaction. The new company will have solid capitalization and low levels of leverage (approximately 1.3x net debt / EBITDA) GOVERNANCE In connection with the transaction, Lojas Americanas and B2W have entered into a Voting Agreement generally relating to corporate governance and stock ownership matters. B2W will have a 9-member Board of Directors, including 5 designees from Lojas Americanas and 4 Independent Directors from Submarino. Certain actions will require approval of a majority of Independent Directors. Lojas Americanas has also entered into a 4-year standstill agreement limiting, among other things, its ability to acquire additional shares of B2W in excess of certain specified levels, without prior approval of a majority of Independent Directors. SYNERGIES AND FINANCIAL BENEFITS Management of both companies expects to realize significant synergies as a result of the transaction. Revenues synergies are projected to be realized from offering new products and services to both Submarino s and Americanas.com s existing customer bases. The combination is expected to facilitate the development and growth of new services, such as online travel and distribution of entertainment tickets. The combined company expects to achieve a net present value of synergies of approximatelly R$ 800 million. CUSTOMER BENEFITS The proposed combination will provide additional choices for customers and enable the company to compete in a broader and more global marketplace. For its customers, this combination will allow B2W to: Offer products in more than 30 key categories sharing both companies brands, including Submarino, Americanas.com and Shoptme. Provide customers more purchase options, including Internet, television, catalogs and kiosks. Improve customer service and sales performance through joint capabilities. 2

3 Increase services offering through enhanced travel services, ticket sales, audio download and digital printing Accelerate innovation in new growth initiatives and provide a quicker time to market. OTHER The merger is expected to be implemented by December 31 st 2006 and is subject to Submarino and Americanas.com shareholders and regulatory approvals, as well as other customary closing conditions. Until the merger is completed, both companies will continue to operate their businesses separately. Credit Suisse is acting as financial advisor and Mattos Filho Veiga Filho Marrey Jr. e Quiroga Advogados is acting as legal counsel to Submarino. Citigroup is acting as financial advisor and Barbosa, Müsssnich e Aragão Advogados is acting as legal counsel to Lojas Americanas. FOR ADDITIONAL INFORMATION Submarino S.A. Lojas Americanas S.A. INVESTORS Martín Emiliano Escobari Lifchitz Investor Relations Director (5511) INVESTORS Roberto Martins de Souza Investor Relations Director (5521) PRESS RP1 Comunicação Rosely Santiago (5511) PRESS Máquina da Notícia Josy Alves (5511) / 5573 (5511) IMPORTANT NOTICE In connection with the proposed transaction, a merger protocol will be filed with the CVM. SUBMARINO AND LOJAS AMERICANAS SHAREHOLDERS ARE ENCOURAGED TO READ THE PROTOCOL AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE CVM BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors and security holders will be able to obtain the documents free of charge at the CVM's web site, from Submarino Investor Relations at or call (55 11) and from Lojas Americanas Investor Relations Americanas or call (5521) About Lojas Americanas Lojas Americanas S.A. is one of the most traditional retail chains in Brazil. In activity for 77 years, the company has 219 stores in the principal cities and 3 distribution centers (in São Paulo, Rio de Janeiro and Recife) and also operates in electronic commerce, represented by Americanas.com. The chain sells more than 80,000 items from 4,000 different companies, so that Lojas Americanas has a major share of Brazilian trade in toys, chocolates & candies, lingerie and CDs. About Americanas.com Founded in September 1999, Americanas.com is the wholly-owned online retail business of Lojas Americanas. The Company operates thru various sales channels including the Internet 3

4 (www.americanas.com.br), TVs (Shoptime channel 31 NET, channel 19 SKY and Satelite) and kioskes. The company offers more than 230,000 items across 30 product categories including CDs, DVDs, books, toys, sports and leisure, cosmetics, baby line, home appliances, eletronics, computer, cine and photo,. Americanas.com is sourced from more tham 1,500 suppliers and also offers a wide array of services inlcuidng photo printing, gift certificates and music download. About Submarino Submarino is the leading pure-play online retailer in Brazil. The Company built a strong brand and a premium customer base by offering a superior breadth and depth of product selection with best-in-class customer service. Through its website at the Company offers more than 700,000 items across 25 product categories that are sourced from more than 1,300 suppliers, in addition to e- commerce services, online travel and distribution of entertainment tickets. Submarino delivers in up to two days to the main cities in Brazil and on the same day for certain items to the São Paulo metropolitan area. Disclaimers We make forward-looking statements that are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us. Forwardlooking statements include statements regarding our intent, belief or current expectations or that of our directors or executive officers. Forward-looking statements also include information concerning our possible or assumed future results of operations, as well as statements preceded by, followed by, or that include the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'' ''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future results and shareholder values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. EBITDA - Earnings Before Interest, Tax, Depreciation and Amortization, and excluding extraordinary expenses, is presented by each company as additional information because we believe that it is an important indicator of our operating performance, besides being useful to compare our performance with other companies of the e-retail sector. However, no figure should be considered alone as a substitute to net income calculated in accordance with US GAAP or Brazilian Corporate Legislation (BR GAAP) or yet as a measure of the Company s profitability. In addition, our calculations may not be comparable to other similar methods adopted by other companies. 4

5 Income Statement Submarino S.A. Consolidated Americanas.com S.A. Consolidated B2W Pro Forma M M M06 Gross sales Taxes, returns and rebates ( ) ( ) ( ) ( ) ( ) ( ) Net sales Cost of sales ( ) ( ) ( ) ( ) ( ) ( ) Gross profit Selling (65.260) (63.339) (79.991) ( ) ( ) ( ) General and administrative (6.714) (11.861) (16.251) (18.358) (22.965) (30.219) Extraordinary expenses (15.457) (18.556) - - (15.457) (18.556) Financial expenses (9.904) (5.636) (47.635) (68.872) (57.539) (74.508) Financial income Equity in results of controlled companies Depreciation and amortization (5.017) (6.284) (6.735) (12.363) (11.752) (18.647) Other Operating Income (Expense) Operating profit Non-operating expenses, net 27 - (7.937) (5.792) (7.910) (5.792) Deferred Income tax and social contribution Income tax and social contribution (4.865) (7.267) (5.626) (2.957) (10.491) (10.224) Profit sharing (700) (654) - - (700) (654) Net income for the period EBITDA Note: 2005: audited financials; 9M2006: limited review. 5

6 Balance Sheet Submarino S.A. Consolidated Americanas.com S.A. Consolidated B2W Pro Forma Q Q Q06 Current assets Cash and banks Account receivables Other current assets Inventories Prepaid expenses Non-current assets Receivables Other receivables Fiscal benefits from incorporation goodwill Publicity rights Permanent assets Investment (70.157) Property and equipment Deferred charges (39.450) Total assets Current liabilities Suppliers Loans and financing Accounts payable Salaries and social charges payable Taxes payable Interest on shareholders' equity/proposed dividend Advances received from customers Other Accounts payable Long term liabilities Loans and financing Debt with related parties Provisons for contingencies Others Stockholders' equity Capital Capital reserve Legal reserve Special reserve for expansion Accumulated (deficit) profit (8.343) (8.343) Treasury Stock - - (2.345) - (2.345) Total liabilities and stockholders' equity Note: 2005: audited financials; 9M2006: limited review. 6

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