Casino Group: Statutory buyout proceedings – Cnova
Casino has initiated statutory buyout proceedings in accordance with Article 2:92a of the Dutch Civil Code
to acquire all issued shares in Cnova
Paris, 17 October 2024
Casino Guichard-Perrachon S.A. (Euronext Paris: CO; ISIN: FR0000125585) hereby informs as follows: on 17 October 2024, Casino Guichard-Perrachon S.A. (“Casino“) has initiated statutory buyout proceedings (uitkoopprocedure) in accordance with Article 2:92a of the Dutch Civil Code (the “DCC“) at the Enterprise Chamber of the Amsterdam Court of Appeal, the Netherlands, (the “Enterprise Chamber“), for the purpose of acquiring all issued shares in Cnova N.V. (“Cnova“). This is following the judgment that FRH and Casino received from the Enterprise Chamber on 20 June 2024, in which the Enterprise Chamber granted an exemption to FRH from making a mandatory tender offer. This exemption was subject to the condition that Casino would, within four months of this judgment, initiate statutory buyout proceedings (uitkoopprocedure) in accordance with Article 2:92a DCC. Reference is also made to the press release dated 21 June 2024. In the buyout proceedings, Casino requests the Enterprise Chamber to implement the transfer of the Cnova shares held by the minority shareholders of Cnova to Casino, for a buyout price of EUR 0.09 per share (or for a higher price which would be determined by the Enterprise Chamber), plus statutory interest as from 30 June 2024. Eight Advisory, valorization expert, was appointed in the context of the buyout proceedings and has prepared a valuation report confirming the buyout price of EUR 0.09. The buyout proceedings have been initiated by the delivery today of a summons to the minority shareholders of Cnova. An extract of the writ will be published in the Dutch Government Gazette. For minority shareholders, the writ of summons will also be available free of charge at the office of the Dutch counsel of Casino, mr. J.L. van der Schrieck, De Brauw Blackstone Westbroek N.V., Burgerweeshuispad 201, 1076 GR Amsterdam, +31205771594
jeroen.vanderschrieck@debrauw.com.
As a reminder, Casino directly and indirectly (including treasury shares) holds 341,175,496 Cnova shares, representing 98.83% of Cnova’s share capital and voting rights. Shares held by the minority shareholders and subject to the statutory buyout proceeding represent 1.17% of Cnova’s share capital, i.e. 4,034,902 shares.
If Casino’s request is granted by the Enterprise Chamber and the statutory buyout is implemented and completed, Casino will contemplate to ask for the delisting of Cnova’s shares from Euronext Paris. The timing of these operations will depend on the legal proceedings with the Enterprise Chamber. Casino will regularly update Cnova’s shareholders of the different steps of the proceedings.
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This communication is for informational purposes only under the current applicable laws and regulations, and is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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ANALYSTS AND INVESTORS CONTACTS
Charlotte IZABEL – cizabel@groupe-casino.fr – Tél : +33 (0)1 53 70 51 29
IR_Casino@groupe-casino.fr – Tél : +33 (0)1 53 65 24 17
PRESS CONTACTS
Casino Group – Communications Department
Stéphanie ABADIE – sabadie@groupe-casino.fr – Tél : +33 (0)6 26 27 37 05
directiondelacommunication@groupe-casino.fr – Tél : + 33(0)1 53 65 24 78
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