- 2016-10-27-egm-results-eng-final (pdf 217.9 ko)
AMSTERDAM, October 27, 2016, 22:01 CEST – Cnova N.V. (NASDAQ and Euronext Paris: CNV; ISIN: NL0010949392) (“Cnova” or the “Company”) announces that, at an extraordinary general meeting (the “EGM”) held today, its shareholders approved the reorganization of the Company’s Brazilian subsidiary, Cnova Comércio Eletrônico S.A. (“Cnova Brazil”), within Via Varejo S.A. (the “Reorganization”), as previously recommended by the Transaction Committee of the Company’s Board of Directors. In addition, all other resolutions on the EGM agenda were adopted. The EGM voting results can be found on the Company’s website, https://www.cnova.com, and have also been provided to the United States Securities and Exchange Commission on a report of foreign private issuer on Form 6‐K.
With the EGM approval, Cnova and Via Varejo expect the Reorganization to be completed on October 31, 2016. As consideration for the Reorganization, Via Varejo has agreed to:
- make a cash payment to Cnova of R$16.5 million, subject to customary closing adjustments;
- cause Cnova Brazil to repay its loan from Cnova in the amount of approximately R$526.9 million; and
- transfer to Cnova the 96,790,798 Cnova ordinary shares held by Via Varejo, which Cnova will then cancel.
Based on current foreign exchange and other assumptions, Cnova expects to recognize an extraordinary capital gain of approximately €500 million as a result of the Reorganization. The increase in shareholders’ equity resulting from the Reorganization capital gain recorded in discontinued activities is expected to be mostly offset by the cancellation of the 96,790,798 Cnova ordinary shares after their transfer by Via Varejo.
In accordance with the reorganization agreement, upon completion of the Reorganization, Mr. Peter Estermann, Via Varejo’s Chief Executive Officer, will resign from his position as non‐executive director and Chairman of the Cnova Board of Directors. Following Mr. Estermann’s resignation, the Company’s Board will consist of 9 members. Didier Lévêque and Ronaldo Iabrudi dos Santos Pereira will continue to serve as Vice‐Chairmen of the Cnova Board of Directors.
Furthermore, Cnova has been informed by its parent company, Casino, Guichard‐Perrachon (“Casino”), that once the Reorganization has been definitely completed, Casino will launch simultaneous tender offers in the United States and France to acquire the Cnova shares outstanding on the NASDAQ and Euronext Paris, at a price of $5.50 per share and an 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 the tender offers simultaneously in the United States and in France.
