CNOVA N.V. Announces completion of the reorganization of its Brazilian activities within Via Varejo
October 31 2016 - 5:01PM
CNOVA
N.V.
Announces completion of the reorganization of
its
Brazilian activities within Via Varejo
AMSTERDAM, October 31, 2016, 22:01
CET - Following its announcement on October 27, 2016, Cnova N.V.
(NASDAQ and Euronext Paris: CNV; ISIN: NL0010949392) ("Cnova" or
the "Company") announces that it has today completed the
reorganization of its Brazilian subsidiary, Cnova Comércio
Eletrônico S.A., within Via Varejo (the "Reorganization").
As a result of the Reorganization,
the activity of Cnova is now exclusively focused on Cdiscount.
Following the Reorganization
completion, Casino, Guichard-Perrachon ("Casino"), Cnova's parent
company, has confirmed to the Company that Casino will launch
simultaneous tender offers in the United States and France to
acquire the Cnova common shares outstanding at a price of $5.50 per
share and its equivalent amount in Euros.
Casino has also indicated to Cnova
that:
-
Casino will file the draft information
memorandum relating to the French tender offer with the Autorité des marchés financiers ("AMF") in the second
half of November 2016;
-
once the AMF has granted the required approvals,
Casino will launch tender offers simultaneously in the United
States and in France.
***
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
state-of-the-art e-tail Cdiscount websites in France and the Ivory
Coast. 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 the Company's controlling shareholder Casino,
Guichard-Perrachon ("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 the Company 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 the Company and others relating to the
reorganization agreement, dated as of August 8, 2016, between Cnova
Brazil, Via Varejo and Cnova (the "Reorganization Agreement");
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 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 the tender offer
statement of Cnova's controlling shareholder Casino,
Guichard-Perrachon ("Casino") when it becomes available because it
will contain important information.
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 offer is commenced, Casino
will file a tender offer statement on Schedule TO with the SEC,
Cnova will timely file a solicitation/recommendation statement on
Schedule 14D-9, with respect to the offer, Casino will file a draft
tender offer memorandum (projet de note d'information) with the
French Autorité des marchés financiers ("AMF") and Cnova will
timely file a draft memorandum in response (projet de note
d'information en réponse) including the recommendation of its board
of directors, with respect to the offer. 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 - completion of
reorganization of Brazilian activities within VV
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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