Cnova N.V.: Enterprise Chamber approves buy-out of minority shareholders

CNOVA N.V.
Enterprise Chamber approves buy-out of minority shareholders

AMSTERDAM – February 12, 2025, 08:15 CET Cnova N.V. (Euronext Paris: CNV; ISIN: NL0010949392) (“Cnova” or the “Company”) today announces that the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the “Enterprise Chamber”) has rendered its judgment in the buy-out proceedings initiated by Casino, Guichard-Perrachon S.A. (Euronext Paris: CO; ISIN: FR001400OKR3) (“Casino”) against the other shareholders of Cnova.

The Enterprise Chamber has ruled that the buy-out price offered by Casino of EUR 0.09 per share in Cnova is fair and has ordered the transfer of all shares in Cnova held by the other Cnova shareholders to Casino, in exchange for a payment of EUR 0.09 per share in cash, to be increased by statutory interest from June 30, 2024 until the date of transfer of the shares or the date of consignment (as explained below).

Shareholders of Cnova may comply with the Enterprise Chamber’s judgment voluntarily by transferring their shares in Cnova to Casino. Casino will shortly announce modalities and other details for the voluntary transfer which should be open for a period of ten weeks. Shareholders will then have to contact their bank, broker or financial intermediary to obtain information on how to transfer their shares in Cnova to Casino.

On or shortly after the end of the period for voluntary transfer, Casino will enforce the Enterprise Chamber’s judgment against all shareholders who did not participate in the voluntary transfer, by paying the aggregate buy-out price for the remaining shares in Cnova to the consignment fund of the Dutch Ministry of Finance, as a result of which such shares will be transferred to Casino unencumbered and by operation of law. Subsequently, former shareholders will only be entitled to payment of the buy-out price from the consignment fund of the Dutch Ministry of Finance in accordance with applicable laws and regulations. The link to the website of the consignment fund, an informal English translation of the relevant pages and the form through which shareholders can claim the buy-out price at the consignment fund, will be published on Casino’s website.

Casino announced earlier that once the buy-out proceedings are completed, it would contemplate to ask for the delisting of Cnova’s shares from Euronext Paris. Cnova intends to accommodate this request and take all actions required to effectuate the delisting.

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About Cnova N.V.

Cnova N.V., the French ecommerce leader, serves 7.0 million active customers via its state-of-the-art website, Cdiscount. Cnova N.V.’s product offering provides its B2C clients with a wide variety of very competitively priced goods, fast and customer-convenient delivery options, practical and innovative payment solutions as well as travel and entertainment services. Cnova N.V. also serves B2B clients internationally through Octopia (Marketplace-as-a-Service solutions), Cdiscount Advertising (advertising services for sellers and brands) and C-Logistics (end-to-end logistic ecommerce solution). Cnova N.V. is part of Casino group, 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.

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• 2025 02 12_Cnova NV PR_Enterprise chamber buy out ruling