- 2016-09-15-EGM Notice-ENG (pdf 195.2 ko)
AMSTERDAM, September 15, 2016, 23:00 CEST – Cnova N.V. (NASDAQ and Euronext Paris: CNV; ISIN: NL0010949392) (“Cnova” or the “Company”) today published the notice of its Extraordinary General Meeting of Shareholders (the “EGM”) on Cnova’s website https://www.cnova.com. The EGM is to be held on Thursday, October 27, 2016, at 14:00 CEST, at the Hilton Amsterdam Airport Schiphol Hotel, located at Schiphol Boulevard 701, 1118BN, in Schiphol, the Netherlands. As discussed further in the notice and the shareholders’ circular relating to the EGM, the EGM is being called to submit to a vote of Cnova’s shareholders, in addition to other agenda items, certain resolutions related to the reorganization (the “Reorganization”) of Company’s Brazilian subsidiary, Cnova Comércio Eletrônico S.A. (“Cnova Brazil”), within Via Varejo S.A. (“Via Varejo”). Via Varejo’s minority shareholders approved the Reorganization on September 12, 2016. As previously disclosed, pursuant to the proposed Reorganization as subject to Cnova shareholder approval, Via Varejo will become the owner of substantially all the assets and liabilities of Cnova Brazil and cease to hold any Company ordinary shares. In exchange for all of its ownership interest in Cnova Brazil, Cnova will receive approximately 97 million of its own ordinary shares currently held by Via Varejo (representing approximately 22% of its share capital) and cash consideration of USD 5 million, subject to customary adjustment at closing. In addition, if the Reorganization is duly approved, Cnova will receive the repayment of a shareholder loan granted by Cnova to Cnova Brazil, valued at USD 157 million as of end of July 2016.
The notice of the EGM, the shareholders’ circular and the forms of proxy cards for the EGM are available at Cnova’s website https://www.cnova.com and will also be furnished to the U.S. Securities and Exchange Commission (the “SEC”) on a report of foreign private issuer on Form 6-K (the “Form 6-K”). The Form 6-K will be available for viewing on the SEC’s website at www.sec.gov.
Cnova also today filed a revised Transaction Statement on Schedule 13E‐3 with the SEC in connection with the Reorganization.