CNOVA
N.V.
SIMPLIFIED TENDER OFFER TARGETING THE SHARES OF CNOVA INITIATED BY
CASINO, GUICHARD-PERRACHON
Press release
informing of the availability of the memorandum in response and the
"Other information" document relating to the legal, financial and
accounting characteristics of Cnova N.V.
FRENCH OFFER PRICE: an amount in euros equivalent to
U.S. $ 5.50 per ordinary share of Cnova N.V.
Tendering shareholders will receive an amount in
euros per tendered ordinary share equivalent to U.S. $5.50 per
ordinary share, calculated by using the WM/Reuters index spot
exchange rate for euros per U.S. $ at 5:00 p.m. (Paris time) on the
business day following the closing of the French offer, rounded
down to the nearest thousandth euro (this
offer being referred hereafter as the "Offer"), provided that the global
amount paid under each tender order will be rounded down to the
nearest lesser euro cent
(see section 3.4 of the offeror's Offer document). |
| This press
release has been prepared by Cnova N.V. and is published pursuant
to the provisions of articles 231-27 paragraph 3 and 231-28 of the
General Regulations of the French market Authority (the Autorité des marchés financiers, the "AMF"). |
IMPORTANT NOTICE
The attention of shareholders' of Cnova N.V. ("Cnova") is drawn to the fact that those who decide to
tender their ordinary shares in the Offer will remain exposed to
the EUR / U.S. $ exchange rate fluctuation until the setting of
this rate the trading day following the closing of the Offer around
5:00 pm (Paris time) (see section 3.4 of the offeror's AMF offer
document), and consequently, the amount in euros they will receive
for each ordinary share tendered to the Offer, on the settlement of
the Offer, will not be known before that date and in particular,
will not be known on the date on which they decide to tender their
shares to the Offer.
Casino, Guichard-Perrachon ("Casino") is also
making a concurrent, separate offer to purchase any and all
ordinary share held by persons resident in the United States
("U.S. Holders") at a price of U.S. $5.50 per
ordinary share to all holders of shares resident in the United
States of America (the "U.S. Offer" and
together with the Offer, the "Offers"). U.S.
Holders may only tender their ordinary shares to the U.S.
Offer. Casino expects to file the offer to purchase in
connection with the U.S. Offer on December 27, 2016, upon
commencement of the U.S. Offer.
If, following the completion of the Offers, Casino and its group
companies own 95% or more of Cnova's issued and outstanding
ordinary share capital (geplaatst en uitstaand
gewoon kapitaal), then Casino, acting on its own or with its
group companies, would have the right, but not the obligation, to
initiate a buy-out procedure (uitkoopprocedure) in accordance with Article 2:92a or
2:201a of the Dutch Civil Code and/or a takeover buyout procedure
in accordance with Article 2:359c of the Dutch Civil Code. |
Pursuant to articles L.621-8 of
the French Monetary and Financial Code and 231-26 of its General
Regulations, the AMF has delivered the visa number 16-601 on the
memorandum in response prepared by Cnova, pursuant to its
conformity decision dated December 22, 2016, regarding the Casino
tender offer targeting Cnova's shares.
Prior to the opening of the offer,
the AMF and Euronext will respectively issue a notice of opening
and a notice announcing the terms and timing of the offer.
The memorandum in response is
available on the websites of the AMF (www.amf-france.org) and Cnova
(www.cnova.com). Copies of the memorandum in response can also be
obtained free of charge from:
Cnova N.V.
Schiphol Boulevard 273
Tower D, 7th Floor
1118 BH Schiphol
The Netherlands |
The document presenting the other
information relating to Cnova's legal, financial and accounting
characteristics, filed with the AMF on December 22, 2016, and
available to the public on December 23, 2016, in accordance with
the provisions of article 231-28 of the General Regulations of the
AMF, is available under the same conditions.
Shareholders' attention is also
drawn to the publication of Cnova's position statement as referred
to in Article 18 of the Dutch Takeover Decree (Besluit Openbare Biedingen), which addresses, amongst
others, the background of the Offers, their merits and the
considerations of the Cnova Transaction Committee for supporting
the Offers recommending the Offers to its shareholders for
acceptance. The position statement is available on Cnova's website
(www.cnova.com).
***
Access to this document and to any document relating to the
tender offer can be subject to legal restrictions in certain
jurisdictions. The breach of such legal restrictions can constitute
a violation of applicable securities laws and regulations in
certain jurisdictions. Cnova N.V. declines any responsibility in
the event a violation of applicable regulations by any person shall
occur.
***
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 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
SOLICITATION OF AN OFFER TO SELL SECURITIES. INVESTORS ARE
ADVISED TO READ CASINO'S TENDER OFFER STATEMENT IF AND WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.
The Offers for
Cnova's outstanding ordinary shares described in this press release
have not commenced. When the 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 U.S. Offer. Casino and Cnova
intend to mail these documents to the shareholders of Cnova.
The tender offer statement (including the offer to purchase, the
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 the 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, the
tender offer materials and other documents that Casino may file
with the SEC will be made available to all shareholders of Casino
free of charge at www.groupe-casino.fr. All of those
materials (and all other offer documents filed with the SEC) will
be available at no charge on the SEC's website: www.sec.gov.
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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