Cnova N.V.: Information regarding buy-out of minority shareholders, suspension of trading and delisting

Rhea-AI Summary

Cnova N.V. (CNV) has announced important details regarding the buy-out of minority shareholders and upcoming delisting from Euronext Paris. Casino, which holds 98.8% of Cnova's shares, will commence the buy-out process for the remaining 4,108,639 shares (1.2%) starting April 2, 2025.

The Enterprise Chamber has set the buy-out price at EUR 0.09 per share, which will increase with statutory interest to approximately EUR 0.0957. Shareholders can voluntarily transfer shares during a 10-week period from April 2 to June 11, 2025 (June 13 for US shareholders), with settlement on June 18, 2025.

Trading of Cnova shares will be suspended from April 2, 2025, until the delisting is completed. After the voluntary transfer period, remaining shareholders can only obtain payment through the Dutch Ministry of Finance's consignment fund. The company will initiate delisting procedures with Euronext Paris once Casino owns 100% of shares.

Positive

• Clear exit opportunity provided for minority shareholders
• Structured and well-defined buy-out process with specific timelines
• Interest addition to the base buy-out price benefits shareholders

Negative

• Low buy-out price of only EUR 0.09 per share
• Mandatory nature of the buy-out leaves no alternative for minority shareholders
• Trading suspension limits shareholders' ability to trade shares before delisting

Insights

Financial Analyst

Casino's mandatory buy-out of Cnova's minority shareholders represents the final stage of consolidation following their acquisition of 98.8% ownership. The court-mandated price of €0.09 per share (approximately €0.0957 with statutory interest) has been set by the Enterprise Chamber, with the entire process affecting 4,108,639 shares representing 1.2% of share capital.

The announcement creates a structured exit framework for minority investors: a voluntary transfer period from April 2 to June 11, followed by mandatory transfer with payment through a consignment fund. Most critically, trading suspension begins April 2, effectively eliminating any liquidity or price discovery mechanism for these shares.

This squeeze-out procedure follows standard European corporate mechanisms when majority ownership exceeds certain thresholds. For minority shareholders, the court-determined price represents their final return, regardless of personal valuation assessments. The timeline creates some urgency—shareholders who miss the voluntary window face a more complex process claiming funds through the Dutch consignment system.

The subsequent delisting of Cnova from Euronext Paris completes Casino's privatization strategy, removing public market access entirely. While procedurally straightforward, this action effectively forces minority investors to exit at terms established through judicial review rather than market-based negotiation.

CNOVA N.V.
Information regarding buy-out of minority shareholders, suspension of trading and delisting

AMSTERDAM – 31 March 2025, 18:15 CET Cnova N.V. (Euronext Paris: CNV; ISIN: NL0010949392) (“Cnova” or the “Company”) refers to the press release by Casino, Guichard-Perrachon S.A. (Euronext Paris: CO; ISIN: FR0000125585) ("Casino") dated 31 March 2025 on information regarding the buy-out of minority shareholders of Cnova.

Casino has indicated that 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 process to buy-out the minority shareholders of Cnova will commence. Reference is also made to Casino’s press releases regarding the buy-out proceedings of 17 October 2024 and 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, which will be increased with statutory interest from 30 June 2024 to the Settlement Date or the Buy-Out Date (as defined below), resulting in an expected final amount of EUR 0.0957 per share. 

Starting from 2 April 2025 and until 11 June 2025 (13 June for US shareholders whose account holders are registered with Depositary Trust Company (DTC)) (the “Reference Date”), 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 shares to Casino. The last day of the Voluntary Transfer Period will be 11 June 2025 (13 June for US shareholders), and all the orders for transfer will be settled on 18 June 2025 (the “Settlement Date”). Following this period, shareholders will only be able to obtain payment for their shares through application to 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 commencement 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 once the Voluntary Transfer Period has commenced.

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, (ii) centralize the applications of the shareholders and (iii) deliver the shares on the securities account held by Casino. In the days following the Settlement Date, the amount corresponding to the buy-out price (increased with statutory interest) will be transferred to the Cnova shareholders that voluntarily transferred their shares during the Voluntary Transfer Period through their account holders. The shareholders who hold their shares with brokers registered with the Depositary Trust Company (DTC) will receive the price in U.S. dollars, and the shareholders who hold their shares in affiliated institutions of Euroclear France will receive the price in euros. 

The mandatory transfer will be implemented on the Settlement Date. After the Settlement Date, the Cnova shares will no longer be eligible for settlement through DTC (and therefore Euroclear Bank and France) (the “Buy-Out Date”). All the shareholders who have not tendered their shares will have their securities accounts debited by their custodian banks and these shares will be delivered by Equiniti to Casino’s account with Equiniti.

II)      Consignment fund

Casino has indicated to transfer the aggregate buy-out price (increased with statutory interest) representing the shares which have not been voluntarily transferred to the Consignment Fund on the Buy-Out Date. Casino will receive proof of consignment and subsequently, all Cnova shares not held by Casino will be transferred to Casino free from any encumbrances or third-party rights, in accordance with Dutch law and the Enterprise Chamber’s judgment.

Former shareholders of Cnova will then only be entitled to payment of the buy-out price (increased with statutory interest) 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 Buy-Out Date. An English informal translation of the form through which shareholders can claim the buy-out price (increased with statutory interest) for their shares, are available at: 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.

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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

Attachment

• Cnova PR - Information regarding buy-out of minority shareholders suspension of trading and delisting

FAQ

What is the buy-out price for CNV shares in the minority shareholder acquisition?

The buy-out price is EUR 0.09 per share, increasing with statutory interest to approximately EUR 0.0957 per share at settlement.

When does the voluntary transfer period for CNV shares begin and end?

The voluntary transfer period runs from April 2 to June 11, 2025 (June 13 for US shareholders), with settlement on June 18, 2025.

How many CNV shares are subject to the buy-out procedure?

4,108,639 Cnova shares, representing 1.2% of the share capital, are subject to the buy-out procedure.

When will CNV shares be suspended from trading on Euronext Paris?

Trading of CNV shares will be suspended from April 2, 2025, until the delisting is completed.

How can CNV shareholders claim their buy-out payment after the voluntary transfer period?

After the voluntary period, shareholders must claim payment through the Dutch Ministry of Finance's consignment fund using a specific claim form.