Casino Group: Statutory buyout proceedings - Cnova
18 October 2024 - 3:44AM
UK Regulatory
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.
***
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.
***
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
- 2024 10 17 - PR - Casino - Cnova
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