Groupe Casino: Acquisition of GPA's stake in Cnova
27 Novembre 2023 - 7:30AM
Groupe Casino: Acquisition of GPA's stake in Cnova
Acquisition of GPA's stake in
Cnova
Paris, 27 November 2023
Groupe Casino today announces the acquisition
from GPA of CBD Luxembourg Holding, which indirectly holds 34.0% of
Cnova's share capital (117,303,664 ordinary shares1) ("the
Transaction"). The Transaction will increase Casino's stake in
Cnova, directly and through wholly-owned subsidiaries, to
98.8%.
The purchase price has been set at €10,000,000
of which 80% is to be paid on completion of the Transaction,
expected by 30 November 2023, and 20% by 30 June 2024 at the
latest2.
The agreement provides for the payment by
Casino, under certain conditions, of an earn-out, if a transaction
involving its stake in Cnova were to take place within the next 18
months, for a higher valuation of Cnova than that resulting from
the Transaction. The calculation of the potential earn-out will be
based on the difference between the implied value of 29.4 million
euros for 100% of Cnova resulting from the initial transaction, and
the value of Cnova resulting from a subsequent sale by Casino. GPA
will receive as an earn-out, in the event of a positive variation,
100% of the variation related to its 34% share over the first 12
months, with a reduction to 75% and 50% of the variation (also
related to its 34% share), respectively within 15 and 18
months.
Given the nature of the Transaction, special
measures have been put in place by the parties to comply with best
governance practices. At GPA level, a special committee of
directors was set up by GPA's Board of Directors, comprising only
independent Board members, to negotiate the terms of the contract
with Casino. At CGP level, the Transaction was approved by the
Board of Directors, on the advice of its Audit Committee. In
addition, the price was negotiated by the parties on the basis of
two valuations established by independent financial experts.
This transaction is part of the Group's
financial restructuring, and in particular simplifies Cnova's
ownership structure and separates CGP's stakes in GPA and
Cnova.
This communication is for informational purposes
only under the current applicable laws and regulations, and is
neither an offer to sell nor a solicitation of an offer to buy the
securities described herein, nor shall there be any sale of these
securities in any jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
ANALYSTS AND INVESTORS
CONTACTS
Christopher WELTON -
cwelton.exterieur@groupe-casino.fr - Tel: +33 (0)1 53 65 64 17
orIR_Casino@groupe-casino.fr - Tel: +33 (0)1 53 65
24 17
PRESS CONTACTS
Groupe Casino – Communications
Director
Béatrice MANDINE –
bmandine@groupe-casino.fr - Tel: + 33 (0)6 48 48 10
10ordirectiondelacommunication@groupe-casino.fr -
Tel: + 33(0)1 53 65 24 78
Agence IMAGE 7
Karine Allouis - kallouis@image7.fr - Tel: +33
(0)6 11 59 23 26
Laurent Poinsot - lpoinsot@image7.fr - Tel: +
33(0)6 80 11 73 52
Franck Pasquier - fpasquier@image7.fr - Tel: +
33(0)6 73 62 57 99
1 As well as shares with special voting rights.2
The balance will be paid in advance when the Group's financial
restructuring is completed.
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