CNVAF Cnova N V (CE)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 9

CNOVA N.V.
(Name of the Issuer)

(Names of Persons Filing Statement)

Ordinary shares, par value € 0.05 per share
(Title of Class of Securities)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copy to

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Attn: Adam O. Emmerich

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: ☑

Calculation of Filing Fee

Introduction

This Amendment No. 9 to the Rule 13e-3 Transaction Statement (the “ Transaction Statement ”) is being filed with the U.S. Securities and Exchange Commission (the “ SEC ”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), by (a) Cnova N.V. (“ Cnova ”), (b) Casino, Guichard-Perrachon S.A. (“ Casino ”) and (c) Companhia Brasileira de Distribuição (“ CBD ”).

On August 8, 2016, Cnova, Cnova Comércio Electrônico S.A. (“ Cnova Brazil ”) and Via Varejo S.A. (“ Via Varejo ”) entered into a Reorganization Agreement providing for the reorganization of Cnova Brazil within Via Varejo (the “ Reorganization ”). In connection with the Reorganization, Casino executed a letter agreement pursuant to which Casino agreed to launch tender offers to purchase any and all outstanding ordinary shares of Cnova at a price of $5.50 per share, subject only to completion of the Reorganization. Further, pursuant to a separate letter agreement, CBD agreed not to tender the Cnova shares it owns into Casino’s potential tender offers nor otherwise transfer its Cnova shares prior to the completion of the tender offers.

On October 31, 2016, the Reorganization was completed.

Pursuant to requirements of French law, on December 6, 2016, Casino published a draft note d’information (the “ French Offer Document ”) in connection with its offer (the “ French Offer ”) to purchase any and all outstanding ordinary shares, nominal value €0.05 per share, of the Company (“ Cnova Ordinary Shares ”), from holders of Cnova Ordinary Shares not resident in the United States of America (“ Non-U.S. Holders ”) who are permitted to participate in the French Offer pursuant to local laws and regulations applicable to those Non-U.S. Holders. Also on December 6, 2016, Cnova published a draft note d’information en réponse (the “ French Response Document ”), which includes the response of the Cnova board of directors to the French Offer Document. The French Offer is part of the offer to purchase any and all outstanding Cnova Ordinary Shares that was previously announced by Casino in connection with the now completed Reorganization. On December 22, 2016 the French Offer Document and the French Response Document received the visa of the Autorité des Marchés Financiers , the competent regulator of the French Offer, and on December 27, 2016, the French Offer was formally commenced.

Additionally, on December 27, 2016, Casino filed a tender offer statement on Schedule TO-T and commenced a tender offer, pursuant to which it is offering to purchase all outstanding Cnova Ordinary Shares held by U.S. Holders (as such term is defined in Rule 14d-1(d) under the Exchange Act) for $5.50 per Cnova Ordinary Share, net to the seller in cash, less any applicable withholding tax, (the “ U.S. Offer ” and, together with the French Offer, the “ Offers ”). The U.S. Offer is being made by Casino pursuant to and subject to the terms and conditions set forth in Casino’s offer to purchase, dated December 27, 2016 (the “ Offer to Purchase ”), which is included as Exhibit (a)(16) to this Transaction Statement.

The U.S. Offer expired at 11:59 p.m. New York City Time on January 25, 2017 and the French Offer expired on January 25, 2017.

This Final Amendment is being filed pursuant to Rule 13e3(d)(3) under the Exchange Act to report the results of the series of transactions that are the subject of this Transaction Statement.

Item 15 of the Transaction Statement is hereby amended and supplemented as follows:

Item 15. Additional Information.

The U.S. Offer and withdrawal rights expired at 11:59 p.m., New York City time, on Wednesday, January 25, 2017 (the “ Expiration Date ”). The Depositary for the U.S. Offer has indicated that a total of 16,641,272 Cnova ordinary shares were validly tendered and not validly withdrawn pursuant to the U.S. Offer as of the Expiration Date, representing 4.8% of outstanding Cnova ordinary shares and approximately 46.8% of the outstanding Cnova ordinary shares not already beneficially owned by Casino or any of its controlled affiliates. In addition, Notices of Guaranteed Delivery were delivered for 161,498 Cnova ordinary shares, representing approximately 0.05% of outstanding Cnova ordinary shares and 0.45% of the outstanding Cnova ordinary shares not already owned by Casino or any of its controlled affiliates, pursuant to which 119,338 Cnova ordinary shares were ultimately delivered.

Additionally, the French Offer and withdrawal rights expired on Wednesday, January 25, 2017. On Tuesday, January 31, 2017, the Autorité des Marchés Financiers published definitive results of the French Offer which stated that a total of 14,967,526 Cnova ordinary shares were validly tendered and not validly withdrawn prior to

the expiration of the French Offer, representing 42.1% of outstanding Cnova ordinary shares and approximately 4.3% of the outstanding Cnova ordinary shares not already beneficially owned by Casino or any of its controlled affiliates.

As a result of the Offers, Casino and its controlled affiliates beneficially own, in aggregate, 340,665,252 Cnova ordinary shares, representing approximately 98.9% of outstanding Cnova ordinary shares.

SIGNATURE

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of February 1, 2017

SIGNATURE

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of February 1, 2017

SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of February 1, 2017