Netshoes Announces Receipt of Unsolicited Proposal from Grupo SBF S.A.
24 5월 2019 - 7:52AM
Business Wire
Netshoes (Cayman) Limited (NYSE: NETS) announces that it
has received on May 23, 2019 an unsolicited proposal from Grupo SBF
S.A., a sociedade anônima incorporated under the laws of Brazil and
with shares listed in the Brazilian stock exchange (B3) under
ticker “CNTO3” (“Centauro”), for purchase of all of the outstanding
common shares of Netshoes through a merger transaction pursuant to
which Netshoes shareholders would receive a payment in cash of
US$2.80 for each share of Netshoes common stock.
As previously announced on April 29, 2019, following approval
from the Netshoes’ board of directors, Netshoes entered into an
Agreement and Plan of Merger (“Merger Agreement”) with Magazine
Luiza S.A. and its wholly-owned subsidiary located in the Cayman
Islands, under which Magazine Luiza S.A. would acquire all of the
outstanding common shares of Netshoes at a price of US$2.00 per
share in cash for each common share. Also as announced on April 29,
2019, Magazine Luiza S.A. entered into a voting and support
agreement with shareholders representing 47.9% of our capital
stock, pursuant to which, among other things, each such shareholder
has agreed to vote all common shares beneficially owned by such
shareholder in favor of the adoption of the Merger Agreement and
the approval of the Merger and the other transactions contemplated
by the Merger Agreement.
Netshoes notified Magazine Luiza S.A. of the receipt of the
Centauro proposal on May 23, 2019. In accordance with the terms of
the Merger Agreement and its fiduciary obligations under the laws
of the Cayman Islands, and in consultation with its financial and
legal advisors, Netshoes’ board of directors will carefully review
Centauro’s proposal to determine the course of action that it
believes is in the best interest of the Netshoes’ stockholders.
Pending the completion of such review, the Netshoes board has not
made any determination as to whether Centauro’s proposal
constitutes a superior proposal under the terms of the Merger
Agreement. Accordingly, the board reaffirms its existing
recommendation of the transaction with Magazine Luiza S.A. without
qualification.
Goldman Sachs & Co. LLC is acting as financial advisor to
Netshoes. Simpson Thacher & Bartlett LLP, Demarest Advogados
and Campbells are acting as legal advisors to Netshoes.
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version on businesswire.com: https://www.businesswire.com/news/home/20190523005864/en/
Otavio Lyra, Investor Relations OfficerSão Paulo, BrazilPhone:
+55 11 3028-3528Email:
ir@netshoes.comhttp://investor.netshoes.com
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