Netshoes Announces the Consummation of the Merger with Magazine Luiza
June 14 2019 - 6:46PM
Business Wire
Netshoes (Cayman) Limited (the “Company”) announces today
the consummation of the previously announced merger with a Magazine
Luiza wholly-owned subsidiary (the “Merging Company”) (the
“Merger”) as a result of all conditions precedent for the
consummation of this merger having been satisfied, including
approval by (i) Brazilian anti-trust authorities and (ii) a 90.32%
favorable vote by shareholders present, either in person or by
proxy, at the Company’s extraordinary general meeting of
shareholders held on June 14, 2019. Pursuant to the terms of this
transaction, the Merging Company merged with and into the Company,
with the Company continuing as the surviving company (the
“Surviving Company”) and as a wholly owned subsidiary of
Magazine Luiza S.A. As a result of the consummation of the Merger,
the Company’s shareholders, other than those who have validly
exercised their statutory right to dissent to the merger, will be
entitled to receive the merger consideration of US$3.70 in cash per
common share, without interest and less any applicable withholding
taxes (the “Merger Consideration”).
Magazine Luiza and the Surviving Company will now cause the
paying agent to mail to each holder of record of common shares, (i)
transmittal materials, including a letter of transmittal in
customary form as agreed by Magazine Luiza and the Company and (ii)
instructions for surrendering book-entry common shares in exchange
for the Merger Consideration. For further information with respect
to payment procedures and the expected timeline for receipt of the
Merger Consideration, see “The Merger Agreement—Payment Procedures”
and the original form of agreement and plan of merger between the
Company, Magazine Luiza S.A. and the Merging Company dated as of
April 29, 2019, as amended, included in the Company’s information
statement dated June 3, 2019 and previously furnished to the U.S.
Securities and Exchange Commission.
The Company has notified the New York Stock Exchange
(“NYSE”) of the completion of the Merger, and trading in the
Company’s common shares on the NYSE will cease as of the start of
trading on June 17, 2019 and will be suspended effective before the
opening of trading on that same day.
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version on businesswire.com: https://www.businesswire.com/news/home/20190614005516/en/
Otavio Lyra, Investor Relations OfficerSão Paulo, BrazilPhone:
+55 11 3028-3528Email:
ir@netshoes.comhttp://investor.netshoes.com
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