CNOVA N.V.
Availability of
Cnova's draft reply document in response to the tender offer
initiated by Casino, Guichard-Perrachon
AMSTERDAM, December 6, 2016, 22:01
CET - Cnova N.V. (NASDAQ and Euronext Paris: CNV; ISIN:
NL0010949392) ("Cnova" or the "Company") filed on December 6, 2016,
a draft memorandum in response to the tender offer filed by Casino
Guichard-Perrachon ("Casino") relating to the
shares of Cnova at a price in euros equivalent to USD 5.50 per
share to be converted at the euro / dollar exchange rate on the WMR
index at 17:00 (Paris time) on the business day following the
closing of the offer, rounded down to the thousandth of euro, being
specified that the global amount paid under each tender order will
be rounded down to the immediate lower cent of euro (this offer
being referred hereafter as the "Offer" and
together with the separate US Offer, hereinafter defined, the
"Offers"). Casino reserves its rights to,
after the Offers, and if the statutory requirements are met,
initiate a squeeze-out procedure governed by Dutch law.
A separate offer will be made
parallel to U.S. Holders, at a price of USD 5.50 per share (the
"U.S. Offer"). Pursuant to requirements of U.S. law, the U.S. Offer
must remain open for at least 20 business days, the offer is
centralized and any U.S. Holder is permitted to withdraw shares
previously tendered until expiration of the U.S. Offer. So that
shareholders are treated equally in the U.S. Offer and the Offer
(which is required by U.S. regulations), by way of derogation from
Articles 233-1 1 and following the General Regulation of the
Autorité des Marchés Financiers (the
"AMF"), the Offer (i) will last 22 trading
days on the Euronext Paris, (ii) be centralized by Euronext Paris
and (iii) the sale orders will be revocable at any time until the
last day of the Offer.
In accordance with article 261-3
of the AMF General Regulation, Eight Advisory France S.A.S,
represented by Mr. Alexis Karklins-Marchay, submitted its report,
in its capacity as independent expert, on the terms and conditions
of the Offer, followed, as the case may be, by a squeeze-out
procedure. The report of the independent expert, dated December 1,
2016, is reproduced in the draft memorandum in response prepared by
Cnova and concludes that "based on the spot Euro /
USD exchange rate as of November 23, 2016 of 1.06, we are of the
opinion that the price of USD 5.50 per share offered by the Offeror
under the Simplified Public Tender Offer, is from a financial point
of view, fair for the shareholders in Cnova N.V. By way of
information, we remind all minority shareholders in Cnova that this
Offer is not accompanied by a Mandatory Squeeze-Out governed by
article 237-1 of the AMF General Regulation. Since the Company is
incorporated under Dutch law, the squeeze-out procedure is governed
by that law. Under this buy-out procedure, Cnova ordinary shares
would be acquired at a fair price set by the competent Dutch court.
The Offer price of USD 5.50 per share and our appreciation of its
fair character from a financial point of view for minority
shareholders as part of the Offer, would be an important reference
point for the determination of the fair price of a potential
Mandatory Squeeze-Out procedure launched at the closing of the
Offer."
Pursuant to the provisions of
article 231-19 of the AMF General Regulation, the members of
Cnova's Transaction Committee (the "Cnova
Transaction Committee") met on December 1, 2016, to consider
the draft information memorandum. Taking into account (i) the terms
of the Offers, (ii) the valuation elements documented in the draft
information memorandum of Casino and (iii) the report of the
independent expert, the Cnova Transaction Committee, after
deliberation, unanimously (i) concluded that the price to be
offered by Casino in the Offers reflects full and fair value for
the shares in the perspective of the Offers, (ii) determined that
the Offers are in the best interest of Cnova and its stakeholders,
including the shareholders, (iii) determined that the Offers are
fair, advisable and in the best interest of the unaffiliated
shareholders and (iv) resolved to fully support the Offers and
recommend that the shareholders accept the Offers, and tender their
shares into the Offers.
Prior to the opening of the Offer,
the AMF and Euronext Paris will each issue a calendar, a notice of
opening, a notice announcing the terms of the Offer and the
timetable for the operation. The Offer will be open for a period of
22 trading days. The closing date will be set by the AMF in
accordance with its General Regulations.
Cnova prepared the draft
memorandum in response, and this is available on both the AMF
website (www.amf-france.org) and Cnova's website (www.cnova.com)
and is freely available at the registered office of Cnova N.V.,
Schiphol Boulevard 273, 1118 BH Schiphol, The Netherlands.
This
press release is prepared and published by Cnova in accordance with
the provisions of article 231-26 of the AMF General
Regulations.
The proposed tender offer and the draft document
of Casino as well as the draft memorandum in response of Cnova
remain subject to the review of the AMF.
***
Cnova Investor Relations Contact:
Cnova N.V.
Head of Investor Relations
+31 20 795 06 71
investor@cnova.com |
Media Contact:
Cnova N.V.
Head of Communications
+ 31 20 795 06 76
directiondelacommunication@cnovagroup.com |
About Cnova
N.V.
Cnova N.V., one of the leading e-Commerce
companies in France, serves 7.9 million active customers via its
state-of-the-art website, Cdiscount. Cnova N.V.'s product offering
of more than 19 million items provides its clients with a wide
variety of very competitively priced goods, several fast and
customer-convenient delivery options as well as practical payment
solutions. Cnova N.V. is part of Groupe Casino, a global
diversified retailer. Cnova N.V.'s news releases are available at
www.cnova.com. Information available on, or accessible through, the
sites referenced above is not part of this press release.
This press
release contains regulated information (gereglementeerde
informatie) within the meaning of the Dutch Financial Supervision
Act (Wet op het financieel toezicht) which must be made publicly
available pursuant to Dutch and French law. This press release is
intended for information purposes only.
Forward-Looking
Statements
This press
release contains forward-looking statements. Such forward-looking
statements may generally be identified by words like "anticipate,"
"assume," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "plan," "potential," "predict," "project,"
"future," "will," "seek" and similar terms or phrases.
Examples of forward-looking statements include, but are not limited
to, statements made regarding the possibility, timing and other
terms and conditions of the proposed transaction and the related
offer by Cnova's controlling shareholder Casino for the outstanding
shares of Cnova. The forward-looking statements contained in
this press release are based on management's current expectations,
which are subject to uncertainty, risks and changes in
circumstances that are difficult to predict and many of which are
outside of Cnova's control. Important factors that could cause
Cnova's actual results to differ materially from those indicated in
the forward-looking statements include, among others: the effect of
the announcement of the Reorganization on the ability of Cnova to
retain and hire key personnel, maintain relationships with its
customers and suppliers, and maintain its operating results and
business generally; the outcome of any legal proceedings that may
be instituted against Cnova and others relating to the
reorganization agreement, dated as of August 8, 2016, between Cnova
Brazil, Via Varejo and Cnova; changes in global, national, regional
or local economic, business, competitive, market or regulatory
conditions; and other factors discussed under the heading "Risk
Factors" in the U.S. Annual Report on Form 20-F for the year
ended December 31, 2015, filed with the United States
Securities and Exchange Commission (the SEC) on July 22, 2016,
and other documents filed with or furnished to the SEC. Any
forward-looking statements made in this press release speak only as
of the date hereof. Factors or events that could cause Cnova's
actual results to differ from the statements contained herein may
emerge from time to time, and it is not possible for Cnova to
predict all of them. Except as required by law, Cnova undertakes no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future developments or
otherwise.
Important
Information for Investors and Security Holders
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. Investors are advised
to read Casino's tender offer documents and Cnova's position
statement in relation to the tender offers when they become
available as they will contain important information with respect
to the tender offers.
The potential
tender offers by Casino for Cnova's outstanding ordinary shares,
par value €0.05 per share, referenced in the materials furnished
herewith have not commenced. When the tender offers are commenced,
Casino will file a tender offer statement on Schedule TO with the
SEC and Cnova will timely file a solicitation/recommendation
statement on Schedule 14D-9, with respect to the offer in the
United States, and Casino will file a draft tender offer memorandum
(projet de note d'information) with the AMF and Cnova will timely
file a draft memorandum in response (projet de note d'information
en réponse) including the recommendation of Cnova's board of
directors, with respect to the offer in France. Casino and Cnova
intend to mail these documents to the shareholders of Cnova. Any
tender offer document and any document containing a recommendation
with respect to the offer statement (including any offer to
purchase, any related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will
contain important information that should be read carefully before
any decision is made with respect to any tender offer. Those
materials, as amended from time to time, will be made available to
Cnova's shareholders at no expense to them at www.cnova.com. In
addition, any tender offer materials and other documents that
Casino and/or Cnova may file with the SEC and the AMF will be made
available to all investors and shareholders of Cnova free of charge
at www.groupe-casino.fr and www.cnova.com. Unless otherwise
required by law, all of those materials (and all other offer
documents filed with the SEC and the AMF) will be available at no
charge on the SEC's website: www.sec.gov and on the AMF's website:
www.amf-france.org. Documents may also be obtained from Cnova upon
written request to the Investor Relations Department, WTC Schiphol
Airport, Tower D, 7th Floor, Schiphol
Boulevard 273, 1118 BH Schiphol, The Netherlands, telephone
number
+31 20 795 06 71.
Cnova CGP TO ENG
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Cnova N.V. via Globenewswire
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