Groupe Casino Expands Stake in Cnova to 98.8% with Acquisition from GPA

Groupe Casino Expands Stake in Cnova to 98.8% with Acquisition from GPA

(IN BRIEF) Groupe Casino has announced the acquisition of CBD Luxembourg Holding from GPA, indirectly holding a 34.0% share of Cnova’s capital. This transaction will raise Casino’s ownership of Cnova, both directly and through wholly-owned subsidiaries, to 98.8%. The purchase price for this acquisition is set at €10,000,000, with 80% to be paid upon completion of the transaction by November 30, 2023, and the remaining 20% due by June 30, 2024, at the latest. Additionally, the agreement includes provisions for an earnout payment to GPA, contingent on a subsequent transaction involving Casino’s stake in Cnova within the next 18 months, provided it results in a higher valuation for Cnova than the initial transaction. Special governance measures have been implemented to ensure compliance with best practices throughout the transaction process. This move is part of Groupe Casino’s broader financial restructuring strategy and serves to simplify Cnova’s ownership structure while separating CGP’s interests in GPA and Cnova.

(PRESS RELEASE) PARIS, 27-Nov-2023 — /EuropaWire/ — 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 earnout, 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.

Media Contact:

ANALYSTS AND INVESTORS CONTACTS:
Christopher WELTON
cwelton.exterieur@groupe-casino.fr
Tel: +33 (0)1 53 65 64 17

IR_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 10

directiondelacommunication@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

SOURCE: Casino Group