Cnova N.V.: Enterprise Chamber approves buy-out of minority shareholders
Rhea-AI Summary
Cnova N.V. (CNV) announced that the Enterprise Chamber of the Court of Appeal in Amsterdam has approved Casino's buy-out of minority shareholders at EUR 0.09 per share. The price will be increased by statutory interest from June 30, 2024, until the transfer date or consignment date.
Shareholders can voluntarily transfer their shares to Casino during a ten-week period, with details to be announced shortly. After this period, Casino will enforce the judgment by paying the remaining buy-out price to the Dutch Ministry of Finance's consignment fund. Once completed, Casino plans to request delisting of Cnova's shares from Euronext Paris.
Cnova, the French ecommerce leader serving 7.0 million active customers through Cdiscount, offers B2C services including competitively priced goods and convenient delivery options, while also serving B2B clients through Octopia, Cdiscount Advertising, and C-Logistics.
Positive
- Definitive resolution of minority shareholder situation through court-approved buyout
- Clear exit path provided for minority shareholders
Negative
- Low buyout price of EUR 0.09 per share indicates minimal company valuation
- Planned delisting from Euronext Paris will reduce stock liquidity
- Loss of public trading status and reduced market visibility
Insights
The Enterprise Chamber's approval of Casino's minority shareholder buy-out at
The structured buy-out process demonstrates careful consideration of shareholder interests through its two-phase approach: a voluntary 10-week transfer period followed by mandatory enforcement. This mechanism, while ensuring efficient execution, also provides important protections through the Dutch Ministry of Finance's consignment fund, which safeguards minority shareholders' interests even after the forced transfer.
The planned delisting from Euronext Paris following the buy-out completion signals Casino's strategic intent to streamline operations and reduce administrative overhead. This move aligns with broader industry trends where parent companies are consolidating control of digital assets to enhance operational efficiency and strategic flexibility in the highly competitive e-commerce sector.
For minority shareholders, the statutory interest provision from June 30, 2024, serves as a compensatory mechanism for the time value of money, though the base price of
The transaction's structure through the Dutch legal system, utilizing the Enterprise Chamber, sets an important precedent for cross-border corporate actions within the EU, particularly for companies with complex multinational ownership structures. This legal framework provides a clear path for similar future transactions while ensuring appropriate judicial oversight of minority shareholder interests.
CNOVA N.V.
Enterprise Chamber approves buy-out of minority shareholders
AMSTERDAM – February 12, 2025, 08:15 CET Cnova N.V. (Euronext Paris: CNV; ISIN: NL0010949392) (“Cnova” or the “Company”) today announces that the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the "Enterprise Chamber") has rendered its judgment in the buy-out proceedings initiated by Casino, Guichard-Perrachon S.A. (Euronext Paris: CO; ISIN: FR001400OKR3) ("Casino") against the other shareholders of Cnova.
The Enterprise Chamber has ruled that the buy-out price offered by Casino of EUR 0.09 per share in Cnova is fair and has ordered the transfer of all shares in Cnova held by the other Cnova shareholders to Casino, in exchange for a payment of EUR 0.09 per share in cash, to be increased by statutory interest from June 30, 2024 until the date of transfer of the shares or the date of consignment (as explained below).
Shareholders of Cnova may comply with the Enterprise Chamber's judgment voluntarily by transferring their shares in Cnova to Casino. Casino will shortly announce modalities and other details for the voluntary transfer which should be open for a period of ten weeks. Shareholders will then have to contact their bank, broker or financial intermediary to obtain information on how to transfer their shares in Cnova to Casino.
On or shortly after the end of the period for voluntary transfer, Casino will enforce the Enterprise Chamber’s judgment against all shareholders who did not participate in the voluntary transfer, by paying the aggregate buy-out price for the remaining shares in Cnova to the consignment fund of the Dutch Ministry of Finance, as a result of which such shares will be transferred to Casino unencumbered and by operation of law. Subsequently, former shareholders will only be entitled to payment of the buy-out price from the consignment fund of the Dutch Ministry of Finance in accordance with applicable laws and regulations. The link to the website of the consignment fund, an informal English translation of the relevant pages and the form through which shareholders can claim the buy-out price at the consignment fund, will be published on Casino's website.
Casino announced earlier that once the buy-out proceedings are completed, it would contemplate to ask for the delisting of Cnova’s shares from Euronext Paris. Cnova intends to accommodate this request and take all actions required to effectuate the delisting.
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About Cnova N.V.
Cnova N.V., the French ecommerce leader, serves 7.0 million active customers via its state-of-the-art website, Cdiscount. Cnova N.V.’s product offering provides its B2C clients with a wide variety of very competitively priced goods, fast and customer-convenient delivery options, practical and innovative payment solutions as well as travel and entertainment services. Cnova N.V. also serves B2B clients internationally through Octopia (Marketplace-as-a-Service solutions), Cdiscount Advertising (advertising services for sellers and brands) and C-Logistics (end-to-end logistic ecommerce solution). Cnova N.V. is part of Casino group, a global diversified retailer. Cnova N.V.'s news releases are available at www.cnova.com. Information available on, or accessible through, the sites referenced above is not part of this press release.
This press release contains regulated information (gereglementeerde informatie) within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht) which must be made publicly available pursuant to Dutch and French law. This press release is intended for information purposes only.
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| Cnova Investor Relations Contact: investor@cnovagroup.com Tel : +33 6 79 74 30 94 | Media contact: directiondelacommunication@cdiscount.com Tel: +33 6 18 33 17 86 cdiscount@vae-solis.com Tel : +33 6 17 76 79 71 |
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FAQ
What is the approved buyout price for Cnova (CNV) minority shareholders?
How long is the voluntary transfer period for CNV shareholders to sell their shares to Casino?
What happens to CNV shares if shareholders don't participate in the voluntary transfer?
Will Cnova (CNV) remain listed on Euronext Paris after the buyout?
