Global Retail Expansion
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Merger Control 2018 Seventh Edition
Merger Control 2018 Seventh Edition Contributing Editors: Nigel Parr & Ross Mackenzie GLOBAL LEGAL INSIGHTS – MERGER CONTROL 2018, SEVENTH EDITION Editors Nigel Parr & Ross Mackenzie, Ashurst LLP Production Editor Andrew Schofi eld Senior Editors Suzie Levy Caroline Collingwood Group Consulting Editor Alan Falach Publisher Rory Smith We are extremely grateful for all contributions to this edition. Special thanks are reserved for Nigel Parr & Ross Mackenzie for all their assistance. Published by Global Legal Group Ltd. 59 Tanner Street, London SE1 3PL, United Kingdom Tel: +44 207 367 0720 / URL: www.glgroup.co.uk Copyright © 2018 Global Legal Group Ltd. All rights reserved No photocopying ISBN 978-1-912509-17-1 ISSN 2048-1292 This publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice. Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication. This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualifi ed professional when dealing with specifi c situations. The information contained herein is accurate as of the date of publication. Printed and bound by CPI Group (UK) Ltd, Croydon, CR0 4YY June 2018 CONTENTS Preface Nigel Parr & Ross Mackenzie, Ashurst LLP General chapter Anti-competitive buyer power under UK and EC merger control – too much of a good thing? Burak Darbaz, Ben Forbes & Mat Hughes, AlixPartners UK LLP 1 Country chapters Albania Anisa Rrumbullaku, CR PARTNERS 19 Australia Sharon Henrick & Wayne Leach, King & Wood Mallesons 24 Austria Astrid Ablasser-Neuhuber & Gerhard Fussenegger, bpv Hügel Rechtsanwälte GmbH 39 Canada Micah Wood & Kevin H. -
Financial Report
2008 FINANCIAL REPORT Carrefour SA with capital of 1,762,256,790 euros RCS Nanterre 652 014 051 www.groupecarrefour.com 2008 FINANCIAL REPORT OTHERS PUBLICATIONS: 2008 Sustainable Development Report 2008 Annual Report ADDITIONAL INFORMATION AND GROUP FINANCIAL REPORTS ARE AVAILABLE AT WWW.GROUPECARREFOUR.COM Design, creation, copywriting and production: Translation: Photocredits: Carrefour Photo Library, Lionel Barbe. Paper: The Carrefour Group is committed to the responsible management of its paper purchasing. The paper used in the 2008 Challenges Booklet is FSC (Forest Stewardship Council) certified. This certification attests to its compliance with a set of internationally recognised forest management principles and criteria. The aim of the FSC is to promote environmentally responsible, socially beneficial and economically viable management of the Earth’s forests. Printing: This document has been produced in association with RR Donnelley. The print facility used is CarbonNeutral® and its Environmental Management System is certified to ISO14001:2004. CONTENTS CONSOLIDATED FINANCIAL STATEMENTS 02 Management Report 09 Consolidated Financial Statements 13 Notes on the Consolidated Financial Statements 45 Companies consolidated by full integration as of 31 December 2008 53 Companies consolidated by the equity method as of 31 December 2008 54 Statutory auditors’ report on the Consolidated Financial Statements REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS 56 Report by the Chairman of the Board of Directors 66 Statutory auditors’ report on the Chairman’s Report ADDITIONAL INFORMATION 68 Consolidated store network 72 Commercial statistics CONSOLIDATED FINANCIAL STATEMENTS MANAGEMENT REPORT Accounting principles The Carrefour Group’s consolidated financial statements for fiscal The income statement as of 31 December 2007 is presented for the year 2008 have been drawn up in accordance with IFRS previous period. -
Report on the Relations Between Manufacturers and Retailers in the Food Sector Report on the Relations Between Manufacturers and Retailers in the Food Sector
Report on the relations between manufacturers and retailers in the food sector Report on the relations between manufacturers and retailers in the food sector Contents Report on the relations between manufacturers and retailers in the food sector Executive summary 4 1. Introduction 10 2. Grocery retailing in Spain 14 2.1. Concentration in grocery retailing 17 2.2. Retailing formats 28 2.3. Retailer own brands 34 2.4. The bargaining power of retailers 56 3. Commercial practices in retailing 76 3.1. Context 77 3.2. Analysis of commercial practices not based on prices 78 3.3. Competition risks posed by each of the practices identified 84 3.4. Iniciatives in other countries 114 4. Regulatory barriers in conditions for opening setting up and operating retail outlets 118 4.1. Analysis of the barriers of Department Sotores (DSs) 120 4.2. Effects of the barriers 127 5. Conclusions 130 6. Recommendations 138 Bibliography 142 Annex 1. Regional retail regulations 146 Index of graphs and tables 158 4 Comisión Nacional de la Competencia Executive summary Report on the relations between manufacturers and retailers in the food sector 5 Retail distribution is the final link between manufacturers and consumers. Retailers perform an essential function for consumers. For one, they select, stock and store the goods produced. And second, they facilitate purchasing decisions by providing information on the goods sold. As in other countries, food retailing in Spain has undergone a sweeping change in recent decades, which has been mainly characterised by the pre- vious model based on the traditional commercial format being replaced by another one in which large-scale retailers have firmly established themselves and supermarkets and hypermarkets have achieved a clear predominance. -
Seven & I Holdings' Market Share in Japan
Financial Data of Seven & i Holdings’ Major Retailers in Japan Market Share in Japan Major Group Companies’ Market Share in Japan ( Nonconsolidated ) In the top 5 for total store sales at convenience stores FY00 Share (Billions of yen) (%) Convenience stores total market ,1.1 100.0 Others Ministop 1.% 1 Seven-Eleven Japan 2,533.5 34.1 .% Seven-Eleven Japan Lawson 1,. 1. 34.1% Circle K Sunkus 11.% FamilyMart 1,0. 1. Circle K Sunkus . 11. FamilyMart Lawson 1.% 1.% Ministop .1 . Top Combined ,11. In the top 5 for net sales at superstores FY00 Share (Billions of yen) (%) Superstores total market 1,9. 100.0 AEON 1.% 1 AEON 1,. 1. Ito-Yokado 2 Ito-Yokado 1,487.4 11.8 11.8% Others .0% Daiei .9 . Daiei .% UNY 9. UNY .% Seiyu Seiyu . .% Top Combined ,0. .0 In the top 5 for net sales at department stores FY00 Share (Billions of yen) (%) Department stores total market ,1.0 100.0 Takashimaya 9.% Mitsukoshi 1 Takashimaya . 9. .% Sogo 5.7% Mitsukoshi 9. Others Daimaru 3 Sogo 494.3 5.7 .1% .% Seibu Daimaru 0. 5.3% 5 Seibu 459.0 5.3 Top Combined ,00.1 .9 Source: 1. The Current Survey of Commerce (Japan Ministry of Economy, Trade and Industry) . Public information from each company 38 Financial Data of Major Retailers in Japan Convenience Stores Total store sales (Millions of yen) Gross margin (%) ,00,000 ,000,000 1,00,000 0 1,000,000 00,000 0 FY00 FY00 FY00 FY00 FY00 FY00 FY00 FY00 FY00 FY00 FY00 FY00 Seven-Eleven Japan ,11,01 ,1,9 ,,1 ,0, ,9, ,, Seven-Eleven Japan 0. -
2012 Retail Foods Greece
THIS REPORT CONTAINS ASSESSMENTS OF COMMODITY AND TRADE ISSUES MADE BY USDA STAFF AND NOT NECESSARILY STATEMENTS OF OFFICIAL U.S. GOVERNMENT POLICY Required Report - public distribution Date: 5/24/2012 GAIN Report Number: GR1209 Greece Retail Foods 2012 Approved By: Jim Dever Prepared By: Ornella Bettini Report Highlights: The Greek crisis has created a completely new retail grocery environment, with conditions in which many retailers and suppliers have never operated. In addition, Greece‟s high unemployment rate is having a negative impact on retail sales, as the austerity program. Supermarkets and cash and carry stores account for 90 percent of the total turnover of the foodstuffs sector in Greece, while grocery shops, mini markets, and small self-service stores take the remaining 10 percent. Post: Rome SECTION I. MARKET SUMMARY SECTION II. ROAD MAP FOR MARKET ENTRY SECTION III. COMPETITION SECTION IV. BEST PRODUCT PROSPECTS SECTION V. POST CONTACT AND FURTHER INFORMATION SECTION I. MARKET SUMMARY Greek Economy Overview Greece finds itself in one of its most challenging periods in its post-war history. Greece is contending with sizeable government deficit (-10.8 percent of GDP in 2010, -9.6 percent estimated in 2011), increasing public debt (149 percent of GDP for 2010, 165 percent in 2011), and is entering its fifth year of recession. The economy shrank by more than 6 percent in 2011 after a contraction of 4.5 percent in 2010, resulting in a 15 percent contraction since the beginning of the recession. The protracted economic crisis has lead to a contraction in bank lending, project development and investment. -
Market Dynamics in Food Supply Chains: the Impact of Globalisation and Consolidation on Firms’ Mark-Ups
A Service of Leibniz-Informationszentrum econstor Wirtschaft Leibniz Information Centre Make Your Publications Visible. zbw for Economics Kaditi, Eleni A. Working Paper Market Dynamics in Sypply Chains: The Impact of Globalization and Consolidation on food companies' mark-ups LICOS Discussion Paper, No. 273 Provided in Cooperation with: LICOS Centre for Institutions and Economic Performance, KU Leuven Suggested Citation: Kaditi, Eleni A. (2011) : Market Dynamics in Sypply Chains: The Impact of Globalization and Consolidation on food companies' mark-ups, LICOS Discussion Paper, No. 273, Katholieke Universiteit Leuven, LICOS Centre for Institutions and Economic Performance, Leuven This Version is available at: http://hdl.handle.net/10419/74915 Standard-Nutzungsbedingungen: Terms of use: Die Dokumente auf EconStor dürfen zu eigenen wissenschaftlichen Documents in EconStor may be saved and copied for your Zwecken und zum Privatgebrauch gespeichert und kopiert werden. personal and scholarly purposes. Sie dürfen die Dokumente nicht für öffentliche oder kommerzielle You are not to copy documents for public or commercial Zwecke vervielfältigen, öffentlich ausstellen, öffentlich zugänglich purposes, to exhibit the documents publicly, to make them machen, vertreiben oder anderweitig nutzen. publicly available on the internet, or to distribute or otherwise use the documents in public. Sofern die Verfasser die Dokumente unter Open-Content-Lizenzen (insbesondere CC-Lizenzen) zur Verfügung gestellt haben sollten, If the documents have been made available -
Retail Foods Retail Foods Turkey
THIS REPORT CONTAINS ASSESSMENTS OF COMMODITY AND TRADE ISSUES MADE BY USDA STAFF AND NOT NECESSARILY STATEMENTS OF OFFICIAL U.S. GOVERNMENT POLICY Required Report - public distribution Date: 7/15/2015 GAIN Report Number: TR5036 Turkey Retail Foods Retail Foods Approved By: Kimberly Sawatzki Prepared By: Meliha Atalaysun and Sophie Friedman Report Highlights: Fueled by increasing disposable income levels and a strong consumer demand, the Turkish food retail sector reached US$ 121 billion in 2014. The share of food in the total retail sector is 60 percent and the food retail sector is expected to grow 8 percent annually from 2015-2018. However, 2014 marked an increase in food prices due to a severe drought which was then followed by heavy rains in 2015. Discount chains continue to dominate the food retail sector. Private label products are increasing their share against branded products and the number of discount stores are still increasing at a fast pace. Meanwhile, as profit margins get smaller, some players are seeking growth via mergers and acquisitions, by increasing efficiency and cutting costs instead of opening new stores. Post: Ankara Executive Summary: The history of shopping malls dates back almost 550 years in Turkey with the world famous Grand Bazaar, which was the first big covered bazaar in the world and is still a major shopping center in Istanbul. Having come a long way since then, the number of modern shopping malls in Turkey increased four times in the last decade and reached 333 in 2014, generating 60 billion TL in revenue. These modern shopping malls currently offer one million square meters (m²) of rental area, attracting 1.6 billion visitors and US$ 45 billion in investment; US$ 14 billion of which is foreign investment. -
China: Retail Foods
THIS REPORT CONTAINS ASSESSMENTS OF COMMODITY AND TRADE ISSUES MADE BY USDA STAFF AND NOT NECESSARILY STATEMENTS OF OFFICIAL U.S. GOVERNMENT POLICY Required Report - public distribution Date: 12/28/2017 GAIN Report Number: GAIN0036 China - Peoples Republic of Retail Foods Increasing Change and Competition but Strong Growth Presents Plenty of Opportunities for U.S. Food Exports Approved By: Christopher Bielecki Prepared By: USDA China Staff Report Highlights: China remains one of the most dynamic retail markets in the world, and offers great opportunities for U.S. food exporters. Exporters should be aware of several new trends that are changing China’s retail landscape. Imported food consumption growth is shifting from China’s major coastal metropolitan areas (e.g., Shanghai; Beijing) to dozens of emerging market cities. China is also experimenting with new retail models, such as 24-hour unstaffed convenience stores and expanded mobile payment platforms. E-commerce sales continue to grow, but major e-commerce retailers are competing for shrinking numbers of new consumers. We caution U.S. exporters not to consider China as a single retail market. Over the past 10 years, the Chinese middle-class has grown larger and more diverse, and China has become a collection of 1 niche markets separated by geography, culture, cuisine, demographics, and commercial trends. Competition for these markets has become fierce. Shanghai and the surrounding region continues to lead national retail trends, however Beijing and Guangzhou are also important centers of retail innovation. Chengdu and Shenyang are two key cities leading China’s economic expansion into international trade and commerce. -
1 September 29, 2017 ITOCHU Corporation (Code No. 8001, Tokyo
This document is an English translation September 29, 2017 of a statement written initially in Japanese. The Japanese original should be considered as the primary version. ITOCHU Corporation (Code No. 8001, Tokyo Stock Exchange 1st Section) Representative Director and President: Masahiro Okafuji Contact: Kazuaki Yamaguchi General Manager, Investor Relations Department (TEL. +81-3-3497-7295) Announcement in Relation to Commencement of Joint Tender Offer Bid for Share Certificates of Pocket Card Co., Ltd. (Code No. 8519) by a Wholly Owned Subsidiary of ITOCHU Corporation As announced in the press releases, “Announcement in Relation to Commencement of Joint Tender Offer Bid for Share Certificates of Pocket Card Co., Ltd. (Code No. 8519) by a Wholly Owned Subsidiary of ITOCHU Corporation,” dated August 3, 2017, and “Announcement in Relation to Determination of Tender Offeror in Joint Tender Offer Bid for Share Certificates of Pocket Card Co., Ltd. (Code No. 8519) by a Wholly Owned Subsidiary of FamilyMart,” dated today, it has been determined that GIT Corporation (Head office: Minato-ku, Tokyo; Representative Director and President : Kazuhiro Nakano; hereinafter referred to as “GIT”), a wholly owned subsidiary of ITOCHU Corporation (hereinafter referred to as “ITOCHU”) and BSS Co., Ltd. (Head Office: Toshima-ku, Tokyo; President & Chief Executive Officer: Hiroaki Tamamaki; hereinafter referred to as “BSS”), a wholly owned subsidiary of FamilyMart Co., Ltd. (Head office: Toshima-ku, Tokyo; President & Chief Executive Officer: Takashi Sawada; hereinafter referred to as “FamilyMart”), will jointly acquire common shares of Pocket Card Co., Ltd. (Code No. 8519, Tokyo Stock Exchange, 1st Section) through a tender offer (hereinafter referred to as “Tender Offer”) stipulated in the Financial Instruments and Exchange Act (Act No.25 of 1948; including revisions thereafter). -
Carrefour Group, Building RELATIONSHIPS a L R EPO RT
2007 ANNUAL REPORT CARREFOUR GROUP, BUILDIng RELATIONSHIPS RT EPO R L A U ANN Carrefour SA with capital of 1,762,256,790 euros 2007 RCS Nanterre 652 014 051 www.groupecarrefour.com N°1 in Europe 30 countries N°2 worldwide OTHERS PUBLICATIONS: RAPPORT DÉVELOPPEMENT DURABLE 2007 102.442 billion euros in sales carrEFOUR carrEFOUR incl. tax under GROUP GROUP Group banners 16,899,020 sq.m sales area BUILDING FInancIAL RESPOnsIBLE REPORT RELATIONSHIPS 2007 490,042 employees 2007 Sustainability Report 2007 Financial Report stores More than 3 billion cash 14,991 transactions per year YOU CAN FIND THE LATEST CARREFOUR GROUP NEWS AND THE INTERACTIVE ANNUAL REPORT AT WWW.GROUPECARREFOUR.COM Design, copywriting and production: Translation: Photocredits: Carrefour Photo Library, Lionel Barbe, Christophe Gay/Skyzone, Nicolas Landemard, Gilles Leimdorfer/Rapho, Jean-Erick Pasquier/Rapho, Michel Labelle, all rights reserved - p. 2-3: Getty Images/Bruno Morandi - p. 4-5: Getty Images/ Hans Neleman - p. 6-7: Getty Images/Lonely Planet Images/Krzysztof Dydynski - p. 8-9: Getty Images/Daly & Newton - p. 16: Getty Images/Shannon Fagan - p. 24: Getty Images/Daly & Newton - p. 32: Getty Images/Frank Herholdt - p. 36: Corbis/Beathan - p. 38: Getty Images/fStop - p. 39: Getty Images/Darryl Estrine - p. 40: Corbis/Jose Luis Pelaez - p. 41: Getty Images/Somos/Veer - p. 42: Getty Images/Floresco Images - p. 45: Getty Images/Dimitri Vervitsiotis. CARREFOUR / ATACADAO / CARREFOUR EXPRESS / CARREFOUR BAIRRO / CARREFOUR CITY / CARREFOUR MARKET / 5 MINUT CARREFOUR / Paper: the Carrefour group is committed to the responsible management of its paper sourcing. The paper used for this document is certified PEFC (Programme for the Endorsement of Forest Certification schemes). -
Country Retail Scene Report
SPAIN COUNTRY RETAIL SCENE REPORT December 2012 KANTAR RETAIL 24 – 28 Bloomsbury Way, London WC1A 2PX, UK / Tel. +44 (0)207 031 0272 / www.KantarRetail.com INFORMATION / INSIGHT / STRATEGY / EXECUTION © Kantar Retail 2012 245 First Street 24 – 28 Bloomsbury Way T +44 (0) 207 0310272 Suite 1000 London, WC1A 2PX F +44 (0) 207 0310270 Cambridge, MA 02142 UK [email protected] USA www.kantarretail.com Index I. Key Themes .......................................................................................................... 2 II. Socio – Economic Background .............................................................................. 3 III. Key Players in the Grocery Retail Sector ............................................................ 11 IV. Grocery Retail Channels ..................................................................................... 19 V. Conclusion ........................................................................................................... 24 © 2012 KANTAR RETAIL | 2012 Spain Retail Scene | www.kantarretail.com 1 245 First Street 24 – 28 Bloomsbury Way T +44 (0) 207 0310272 Suite 1000 London, WC1A 2PX F +44 (0) 207 0310270 Cambridge, MA 02142 UK [email protected] USA www.kantarretail.com I. Key Themes National players are capturing growth and increasing concentration in Spain Despite the economic turmoil in Spain, leading Spanish grocery retailers are expected to see their growth accelerate in the coming years, led by retailers such as Mercadona and Dia, both growing at over 5% per year. Mercadona is by far the largest Spanish grocery retailer in terms of sales and has successfully adapted its strategy to the economic crisis that Spain is facing. Its impressive business model has enabled it to retain shopper loyalty and support robust physical expansion and the retailer is looking to further strengthen its domination of the supermarket channel and the grocery market overall. Due to the strong growth of two of the top five grocery retailers in Spain the dominance of a few major players will increase. -
Global Consumer Survey List of Brands June 2018
Global Consumer Survey List of Brands June 2018 Brand Global Consumer Indicator Countries 11pingtai Purchase of online video games by brand / China stores (past 12 months) 1688.com Online purchase channels by store brand China (past 12 months) 1Hai Online car rental bookings by provider (past China 12 months) 1qianbao Usage of mobile payment methods by brand China (past 12 months) 1qianbao Usage of online payment methods by brand China (past 12 months) 2Checkout Usage of online payment methods by brand Austria, Canada, Germany, (past 12 months) Switzerland, United Kingdom, USA 7switch Purchase of eBooks by provider (past 12 France months) 99Bill Usage of mobile payment methods by brand China (past 12 months) 99Bill Usage of online payment methods by brand China (past 12 months) A&O Grocery shopping channels by store brand Italy A1 Smart Home Ownership of smart home devices by brand Austria Abanca Primary bank by provider Spain Abarth Primarily used car by brand all countries Ab-in-den-urlaub Online package holiday bookings by provider Austria, Germany, (past 12 months) Switzerland Academic Singles Usage of online dating by provider (past 12 Italy months) AccorHotels Online hotel bookings by provider (past 12 France months) Ace Rent-A-Car Online car rental bookings by provider (past United Kingdom, USA 12 months) Acura Primarily used car by brand all countries ADA Online car rental bookings by provider (past France 12 months) ADEG Grocery shopping channels by store brand Austria adidas Ownership of eHealth trackers / smart watches Germany by brand adidas Purchase of apparel by brand Austria, Canada, China, France, Germany, Italy, Statista Johannes-Brahms-Platz 1 20355 Hamburg Tel.