Foodservice Restructuring at Colruyt: Solucious Absorbs Valfrais’ Operational Activities

A partial demerger project is being implemented within the structure of the retailer Colruyt. Its leading brand, Solucious, will eventually become the sole legal entity centralizing the foodservice activities transferred from its other subsidiary, Valfrais.

© Groep Colruyt

The Halle-based giant is proceeding with a simplification of its foodservice division by pooling the commercial forces of its Bastogne-based distributor, Valfrais, and its dedicated division, Solucious. According to a project for a partial demerger by absorption signed on April 10 by the boards of directors of both entities, the operation aims to unite "food services" within a single legal entity.

Both the subsidiary and its sole shareholder possess "a complementary assortment, customer base, and area of activity," according to the directors. They have opted for a transfer to Solucious of "operational activities, including personnel" in order to develop them and "grow the sector more efficiently."

As a reminder, on January 2, 2024, Colruyt Group acquired the entirety of Valfrais, a major family business primarily serving Horeca (hospitality) customers in Wallonia and the Grand Duchy of Luxembourg. However, it was a loss-making company heavily burdened by its cost structure and inflation risks. Since this takeover, Colruyt has attempted to turn Valfrais around by stabilizing the customer base and halting the erosion of turnover.

The Extended Timeline of Reorganization

Valfrais was to be gradually integrated, as its parent company sought to strengthen its position in Wallonia through the additional logistics site, knowledge of regional assortments, and network of contacts. The first financial statements of the company – now "part of Solucious," as its logo indicates – showed a turnover of 16.69 million euros for the non-calendar fiscal year running from January 2024 to March 2025. This represented a decrease of 336,000 euros, which management primarily attributed at the time to the loss of several customers out of approximately 800 profiles.

Returning to the current restructuring, the operation will involve the transfer of not only a specific branch of activity but also of assets, reducing Valfrais' capital without including real estate and without the remainder of the company disappearing. Belgian legislation now allows this form of demerger to be viewed as a genuine restructuring tool, rather than merely a technical construct. This facilitates the optimization of a group’s structure or its shareholding, making each entity more transparent for investors, partners, or financiers, while aiming for tax neutrality.

The Extraordinary General Meetings must still validate the project by May 29 at the latest. If approved, the operation will take legal, accounting, and tax effect on June 1. The procedure is designed to be neutral regarding income tax and falls outside the scope of Value Added Tax (as both entities belong to the same Colruyt Group VAT unit).