Netshoes (Cayman) Limited (NYSE: NETS) announces that it has
received on May 28, 2019 a revised 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$3.50 for
each share of Netshoes common stock. Centauro’s offer also set forth
other features to address specific concerns previously raised by
Netshoes as to its prior offer.
As previously announced, on May 26, 2019, following approval from the
Netshoes’ board of directors, Netshoes entered into an amendment to the
Agreement and Plan of Merger dated April 29, 2019 with Magazine Luiza
S.A. and its wholly-owned subsidiary located in the Cayman Islands,
pursuant to which Magazine Luiza S.A. would acquire all of the
outstanding common shares of Netshoes at a price of US$3.00 per share in
cash for each common share (as amended, the “Merger Agreement”).
Netshoes today notified Magazine Luiza S.A. of the receipt of the
revised Centauro proposal. 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 revised
proposal to determine the course of action that it believes is in the
best interest of the Netshoes’ shareholders. Pending the completion of
such review, the Netshoes board has not made any determination as to
whether Centauro’s revised 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.
In order to allow the Company to evaluate these latest developments and
advise Netshoes’ shareholders as to the superior offer and recommended
course of action with adequate time prior to the upcoming shareholders’
meeting, which was called to be held on Thursday, May 30, 2019 at 11:00
a.m. (São Paulo time) (10:00 a.m. Eastern time), Netshoes and Magazine
Luiza S.A. have mutually agreed that no business shall be transacted at
such meeting. Netshoes and Magazine Luiza S.A. expect to agree on a new
date for the shareholders meeting in the coming days.
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