Casino Group Implements Buy-Out for Cnova Shareholders
Overview of the Buy-Out Procedure for Cnova Shareholders
Casino, Guichard-Perrachon S.A. (“Casino”), a major player in the retail industry, is moving forward with the buy-out of minority shareholders of Cnova N.V. This announcement comes on the heels of a judgment from the Enterprise Chamber of the Court of Appeal in Amsterdam, which has paved the way for this process to begin.
Key Dates and Process
The buy-out procedure will officially start on 2 April 2025. Casino currently holds a commanding 98.8% of Cnova’s share capital. With only 1.2% of shares—4,108,639 shares—subject to this buy-out, the company is taking decisive steps to enhance its ownership structure.
The Enterprise Chamber has set the buy-out price at EUR 0.09 per share, which, including statutory interest accruing from 30 June 2024 to 20 June 2025, will bring the total amount to EUR 0.0958 per share.
Voluntary Transfer Period
Shareholders will be invited to transfer their Cnova shares to Casino during a designated period known as the Voluntary Transfer Period. This timeframe will last from 2 April 2025 until 11 June 2025, extending to 13 June 2025 for those registered with the Depositary Trust Company (DTC). During this time, shareholders can voluntarily comply with the court's order and sell their shares back to Casino.
Equiniti has been appointed as the centralized agent for managing the share transfers, coordinating closely with Uptevia for shares registered in Euroclear France. Shareholders who have not received communications regarding the transfer process are encouraged to reach out to their account holders for guidance.
Consignment Fund Details
For shares that remain untransferred after the Voluntary Transfer Period, Casino will facilitate payment through the Consignment Fund, adhering to Dutch laws and the directives from the Enterprise Chamber. Former shareholders must provide statement proof indicating their shareholdings to claim proceeds from the Consignment Fund.
Claiming Buy-Out Pricing
To access the buy-out price from the Consignment Fund, former shareholders will need to present a holding statement from their intermediaries. Guidance on this process will be made available as necessary, ensuring that former shareholders know how to claim their owed amounts effectively.
Delisting of Cnova Shares
In light of the planned buy-out, Casino will ultimately hold 100% of the share capital and voting rights of Cnova. Consequently, a delisting procedure with Euronext Paris will be initiated shortly after the buy-out settlement is completed. Shareholders will be kept informed of delays or changes to this timeline.
Throughout this process, the trading of Cnova shares is set to be suspended starting 2 April 2025, amplifying the operational focus on the subsequent settlement of the buy-out procedure.
Communication and Investor Support
For shareholders with questions or concerns, Cnova urges them to reach out to the designated contacts for analyst relations and investor support. Charlotte Izabel is available at cizabel@groupe-casino.fr, and the investor relations team can also provide assistance at IR_Casino@groupe-casino.fr.
Frequently Asked Questions
What is the buy-out price per Cnova share?
The buy-out price has been set at EUR 0.09 per share, totaling EUR 0.0958 with interest included.
When does the Voluntary Transfer Period start and end?
The Voluntary Transfer Period starts on 2 April 2025 and lasts until 11 June 2025, with a slight extension for DTC registered shareholders.
What should shareholders do if they don't receive communication?
Shareholders who have not received relevant instructions should contact their financial intermediaries for guidance on the buy-out process.
How can former shareholders claim their buy-out price?
Former shareholders must provide a holding statement to claim their buy-out price from the Consignment Fund, as detailed in the company's communications.
What will happen to Cnova shares after the buy-out?
After Settlement, Cnova shares will be delisted from Euronext Paris, with trading suspended during the buy-out process.
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