Information regarding buy-out of minority shareholders
of Cnova N.V.
Paris, France / Amsterdam, the Netherlands, 31 March 2025
Casino, Guichard-Perrachon S.A. (Euronext Paris: CO; ISIN: FR001400OKR3) ("Casino") announces as follows: as from 2 April 2025 and following the judgment rendered by the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the "Enterprise Chamber") on 11 February 2025, the buy-out procedure of the minority shareholders of Cnova N.V. (ISIN: NL0010949392) (“Cnova”) will begin. Reference is also made to Casino’s press releases relating to the buy-out procedure of Cnova shares dated (i) 17 October 2024 and (ii) 12 February 2025. As a reminder, Casino holds 98.8% of the share capital and voting rights of Cnova. 4,108,639 Cnova shares (representing 1.2% of the share capital) will therefore be subject to the buy-out procedure.
The Enterprise Chamber has set the buy-out price per Cnova share at EUR 0.09, increased by statutory interest accruing from 30 June 2024 to 20 June 2025, resulting in a final amount of EUR 0.0958 per share.
Starting from 2 April 2025 and until 11 June 2025 (13 June 2025 for shareholders whose account holders intermediaries are registered with Depositary Trust Company (DTC)), i.e. during a period of ten (10) weeks, starting from the second trading day following the publication of this press release (the “Voluntary Transfer Period”), the shareholders of Cnova will be offered to voluntarily comply with the Enterprise Chamber's order by transferring their Cnova shares to Casino. The last day of the Voluntary Transfer Period (the “Reference Date”) will be 11 June 2025 (13 June 2025 for shareholders whose intermediaries account holders are registered with Depositary Trust Company (DTC)), and all transfer orders will be settled on 18 June 2025 (the “Settlement Date”). After this period, shareholders will only be able to obtain payment for the price of their their shares that have not been voluntarily transferred through the consignment fund of the Dutch Ministry of Finance (the “Consignment Fund”). The way in which shareholders may voluntarily comply with the Enterprise Chamber's order or claim the buy-out price from the Consignment Fund are detailed below.
In order to facilitate these operations, and in the holders’ interest, Cnova has requested Euronext Paris to suspend the trading of the Cnova shares as from 2 April 2025
I) Voluntary Transfer Period
The shareholders of Cnova will be contacted by their financial intermediaries, informing them of the beginning of the Voluntary Transfer Period and will provide them with the relevant instruction on how shareholders can transfer their shares to Casino. Shareholders are advised to contact their account holders to seek advice in case they have not heard from them in the coming days.
Equiniti will be the centralized agent for the main contribution of the shares during the Voluntary Transfer Period in coordination with Uptevia for the shares registered in Euroclear France. Equiniti and Uptevia will communicate with the financial intermediaries to (i) provide information on how shareholders can voluntarily comply with the court order of the Enterprise Chamber, (ii) centralize the answers of the shareholders and (iii) deliver the shares on the securities account held by Casino. The settlement will be implemented on 18 June 2025, for the shareholders who have indicated their wish to transfer their shares during the Voluntary Transfer Period. The shareholders who hold their shares with intermediaries account holders registered with the Depositary Trust Company (DTC) will receive the price in U.S. dollars, and the shareholders who hold their shares with intermediaries in Euroclear France will receive the price in euros (through their intermediaries).
The mandatory transfer will be implemented following the Settlement Date (and at the latest on 20 June 2025): the Cnova shares will be transferred from DTC’s registers (including the holdings held in Euroclear France). The shareholders who have not transferred voluntarily their shares will have their securities accounts debited by their intermediaries account holders and the remaining Cnova shares will be transferred to Equiniti to be credited to Casino’s account with Equiniti.
II) Consignment fund
The buy-out price for the balance of Cnova shares that have not been voluntarily transferred will be paid to the Consignment Fund. The Cnova shares will be transferred to Casino, free from any encumbrances or third-party rights, and Casino will receive proof of consignment, in accordance with Dutch law and the Enterprise Chamber’s judgment.
Former shareholders of Cnova will then after the Settlement Date, only be entitled to payment of the buy-out price from the Consignment Fund, in accordance with applicable laws and regulations in the Netherlands. In order to claim the buy-out price from the Consignment Fund, former shareholders may provide a holding statement from their intermediary, indicating the number of Cnova shares they held on the Reference Date. An English informal translation of the form through which shareholders can claim the buy-out price will be available at the following address: https://www.groupe-casino.fr/wp-content/uploads/2025/03/Form-consignment-fund-ENG.pdf.
III) Delisting
Since Casino will own 100% of the share capital and voting rights of Cnova following the steps described above, Cnova will initiate, in coordination with Casino, a delisting procedure with Euronext Paris shortly after the settlement of the mandatory buy-out. For operational reasons related to the settlement of the buyout procedure of Cnova shares, the listing of Cnova shares will remain suspended from 2 April 2025, until the delisting is completed. Casino will keep the shareholders of Cnova informed of the decision of Euronext Paris.
The Cnova shares will not be and have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release is not an offer to the public of securities in any jurisdiction.
