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, on the same day, 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 WMReuters 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, in the United States, where the NASDAQ, principal trading market of Cnova shares, is located, 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), pursuant to article 233-2, paragraph 2, of the General Regulation of the Autorité des Marchés Financiers (the “AMF”), the Offer (i) will last, by exception to the simplified tender offers regime, 22 trading days on the Euronext Paris, (ii) be centralized by Euronext Paris and (iii) the tendering 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 (https://www.cnova.com) and is freely available at the registered office of Cnova N.V., Schiphol Boulevard 273, 1118 BH Schiphol, The Netherlands.