Press - 2016

Paris, December 27, 2016, 08:30 CET – Casino, Guichard-Perrachon S.A. (“Casino”) today announced that it has commenced an offer to acquire for cash all outstanding ordinary shares of Cnova, nominal value €0.05 per share (“Cnova ordinary shares”), in the United States (the “U.S. Offer”).  Pursuant to the U.S. Offer, Casino is offering to acquire all outstanding Cnova ordinary shares held by holders of Cnova ordinary shares resident in the United States (“U.S. holders”) for $5.50 per share, net to the holder in cash, without interest, less any applicable withholding taxes (the “U.S. Offer Price”).

Press release informing of the availability of the memorandum in response and the “Other information” document relating to the legal, financial and accounting characteristics of Cnova N.V.

FRENCH OFFER PRICE:
An amount in euros equivalent to U.S. $ 5.50 per ordinary share of Cnova N.V.
Tendering shareholders will receive an amount in euros per tendered ordinary share equivalent to U.S. $5.50 per ordinary share, calculated by using the WM/Reuters index spot exchange rate for euros per U.S. $ at 5:00 p.m. (Paris time) on the business day following the closing of the French offer, rounded down to the nearest thousandth euro (this offer being referred hereafter as the “Offer”), provided that the global amount paid under each tender order will be rounded down to the nearest lesser euro cent (see section 3.4 of the offeror’s Offer document).
This press release has been prepared by Cnova N.V. and is published pursuant to the provisions of articles 231-27 paragraph 3 and 231-28 of the General Regulations of the French market Authority (the Autorité des marchés financiers, the “AMF”).

IMPORTANT NOTICE
The attention of shareholders’ of Cnova N.V. (“Cnova”) is drawn to the fact that those who decide to tender their ordinary shares in the Offer will remain exposed to the EUR / U.S. $ exchange rate fluctuation until the setting of this rate the trading day following the closing of the Offer around 5:00 pm (Paris time) (see section 3.4 of the offeror’s AMF offer document), and consequently, the amount in euros they will receive for each ordinary share tendered to the Offer, on the settlement of the Offer, will not be known before that date and in particular, will not be known on the date on which they decide to tender their shares to the Offer.
Casino, Guichard-Perrachon (“Casino”) is also making a concurrent, separate offer to purchase any and all ordinary share held by persons resident in the United States (“U.S. Holders”) at a price of U.S. $5.50 per ordinary share to all holders of shares resident in the United States of America (the “U.S. Offer” and together with the Offer, the “Offers”). U.S. Holders may only tender their ordinary shares to the U.S. Offer. Casino expects to file the offer to purchase in connection with the U.S. Offer on December 27, 2016, upon commencement of the U.S. Offer.
If, following the completion of the Offers, Casino and its group companies own 95% or more of Cnova’s issued and outstanding ordinary share capital (geplaatst en uitstaand gewoon kapitaal), then Casino, acting on its own or with its group companies, would have the right, but not the obligation, to initiate a buy-out procedure (uitkoopprocedure) in accordance with Article 2:92a or 2:201a of the Dutch Civil Code and/or a takeover buyout procedure in accordance with Article 2:359c of the Dutch Civil Code.

Pursuant to articles L.621-8 of the French Monetary and Financial Code and 231-26 of its General Regulations, the AMF has delivered the visa number 16-601 on the memorandum in response prepared by Cnova, pursuant to its conformity decision dated December 22, 2016, regarding the Casino tender offer targeting Cnova’s shares.
Prior to the opening of the offer, the AMF and Euronext will respectively issue a notice of opening and a notice announcing the terms and timing of the offer.
The memorandum in response is available on the websites of the AMF (www.amf-france.org) and Cnova (www.cnova.com). Copies of the memorandum in response can also be obtained free of charge from:

Cnova N.V.
Schiphol Boulevard 273
Tower D, 7th Floor
1118 BH Schiphol
The Netherlands

The document presenting the other information relating to Cnova’s legal, financial and accounting characteristics, filed with the AMF on December 22, 2016, and available to the public on December 23, 2016, in accordance with the provisions of article 231-28 of the General Regulations of the AMF, is available under the same conditions.
Shareholders’ attention is also drawn to the publication of Cnova’s position statement as referred to in Article 18 of the Dutch Takeover Decree (Besluit Openbare Biedingen), which addresses, amongst others, the background of the Offers, their merits and the considerations of the Cnova Transaction Committee for supporting the Offers recommending the Offers to its shareholders for acceptance. The position statement is available on Cnova’s website (www.cnova.com).

PRICE OF THE FRENCH OFFER FILED WITH THE AMF: an amount in euros equivalent to U.S. $ 5.50 per ordinary shares

Tendering shareholders will receive an amount in euros per tendered ordinary share equivalent to U.S. $5.50 per ordinary share, calculated by using the WM/Reuters index spot exchange rate for euros per U.S. $ at 5:00 p.m. (Paris time) on the business day following the closing of the French offer, rounded down to the nearest thousandth euro (this offer being referred hereafter as the “Offer”), provided that the global amount paid under each tender order will be rounded down to the nearest lesser euro cent (see section 3.4 of the offeror’s Offer document).

This press release has been prepared by Casino, Guichard-Perrachon and is published pursuant to the provisions of articles 231-7 paragraphs 2 and 231-28 I of the General Regulations of the French market Authority (the Autorité des marchés financiers, the « AMF »).

IMPORTANT NOTICE

Shareholders’ attention is drawn to the fact that those who decide to tender their ordinary shares in the Offer will remain exposed to the EUR / U.S. $ exchange rate fluctuation until the setting of this rate the trading day following the closing of the Offer around 5:00 pm (Paris time) (see section 3.4 of the offeror’s offer document), and  consequently, the amount in euros they will receive for each ordinary share tendered to the Offer, on the settlement of the Offer, will not be known before that date and in particular, will not be known on the date on which they decide to tender their shares to the Offer. Casino is also making a concurrent, separate offer to purchase any and all ordinary share held by persons resident in the United States (“U.S. Holders”) at a price of U.S. $5.50 per ordinary share to all holders of shares resident in the United States of America (the “U.S. Offer” and together with the Offer, hereinafter defined, the “Offers”). U.S. Holders may only tender their ordinary shares to the U.S. Offer. Casino expects to file the offer to purchase in connection with the U.S. Offer on December 27, 2016, upon commencement of the U.S. Offer.
If, following the completion of the Offers, Casino, Guichard-Perrachon (“Casino”) and its group companies own 95% or more of the issued and outstanding ordinary share capital (geplaatst en uitstaand gewoon kapitaal) of Cnova N.V. (“Cnova”), then Casino, acting on its own or with its group companies, would have the right, but not the obligation, to initiate a buy-out procedure (uitkoopprocedure) in accordance with Article 2:92a or 2:201a of the Dutch Civil Code and/or a takeover buyout procedure in accordance with Article 2:359c of the Dutch Civil Code.

Pursuant to articles L.621-8 of the French Monetary and Financial Code and 231-23 of its General Regulations, the AMF has delivered the visa number 16-600 on the offer document prepared by Casino, pursuant to its conformity decision dated December 22, 2016 regarding the tender offer targeting the shares of Cnova N.V..

Prior to the opening of the French offer, the AMF and Euronext will respectively issue an opening notice and a notice announcing the terms and timing of the French offer.

The offer document is available on the website of the AMF (www.amf-france.org) and Casino (http://old.groupecasino.axome.cc). Copies of the offer document can also be obtained free of charge from:

Casino, Guichard-Perrachon
1, Cours Antoine Guichard
42000 Saint-Étienne
France

The document presenting the other information relating to the legal, financial and accounting characteristics of the company Casino, filed with the AMF on December 22, 2016 and available to the public on December 23, 2016, in accordance with the provisions of article 231-28 of the General Regulations of the AMF, is available under the same conditions.

Shareholders’ attention is also drawn to the publication of Cnova N.V.’s position statement as referred to in Article 18 of the Dutch Takeover Decree (Besluit Openbare Biedingen), which addresses, amongst others, the background of the Offers, their merits and the considerations of the Cnova Transaction Committee for supporting the Offers recommending the Offers to its shareholders for acceptance. The position statement is available on the website of Cnova (www.cnova.com).

OFFER PRICE: an amount in euros equivalent to U.S. $ 5.50 per ordinary shares

Tendering shareholders will receive an amount in euros per tendered ordinary share equivalent to U.S. $5.50 per ordinary share, calculated by using the WM/Reuters index spot exchange rate for euros per U.S. $ at 5:00 p.m. (Paris time) on the business day following the closing of the offer, rounded down to the nearest thousandth euro, provided that the global amount paid under each tender order will be rounded down to the nearest lesser euro cent.

OFFER PERIOD: The timetable of the offer will be set out by the Autorité des marchés financiers (the French Market Authority (“AMF”)) pursuant to the AMF General Regulations

This press release relative to the tender offer, the draft of which was filed with the AMF on December 6, 2016, has been prepared by Casino Guichard-Perrachon and published in accordance with Article 231-16 of the AMF General Regulations.

THIS OFFER AND THE DRAFT INFORMATION MEMORANDUM REMAIN SUBJECT TO THE AMF’S REVIEW

Copies of the draft information memorandum are available on the websites of the AMF (www.amffrance.org) and of Casino Guichard-Perrachon S.A. (http://old.groupecasino.axome.cc) and may be obtained free of charge from:

Casino, Guichard-Perrachon S.A.
1 Cours Antoine Guichard – 42000 SaintÉtienne,
France
JPMorgan, Chase Bank, N.A.
14 place Vendôme – 75001 Paris
France
Pursuant to Article 231-28 of the AMF General Regulations, information relating in particular to the legal, financial and accounting characteristics of Casino Guichard-Perrachon S.A. will be filed with the AMF and made available to the public no later than on the day preceding the opening of the Offer.

Casino’s Board of Directors, at a meeting held today, looked into the process made by its Brazilian affiliate CBD to evaluate potential strategic alternatives involving Via Varejo, its electronic goods and furniture business.

The Board approved CBD’s decision to continue prioritizing the development of the food business – hypermarkets, supermarkets and convenience stores, cash & carry – and to launch the process of disposal of Via Varejo.

Paris, 4th November, 2016 – Monoprix is holding a Day for investors and financial analysts today in Paris.

The day will be animated by Regis Schultz, Chairman of Monoprix, and his team.

Live webcast and replay:

• The event commences at 09:30 in Paris on 4th November, 2016. It can be watched on a live webcast at the following address: http://edge.media-server.com/m/p/pqopvhsr/lan/en
• The presentations will be available for download on the website and a replay will be made available under the above mentioned webcast link.

In France, growth in food sales and in gross sales under banners and market share gains
Faster increase in food sales in Brazil and sustained good performance in Colombia
Total Group sales up +6.7%, highest growth in 13 quarters

In France: gross sales under banners up +1.4% in food

• Géant Casino : sustained growth in food sales, up +1.8% (+7.5% over two years) and market share gains
• Supermarchés Casino: ongoing improvement in sales (+4.5% on an organic basis and +2.8% on a same-store basis) and growth in traffic (+2.4% on a same-store basis), market share gains
• Monoprix: continued organic growth (+0.8%) with a strong expansion drive
• Franprix: traffic positive on a same-store basis (+2.6%) thanks to the success of renovated stores

In Latin America: food sales up +13.2% on an organic basis and +8.2% on a same-store basis; very favorable currency effect

• Exito (excluding Brazil): good organic and same-store performance
• GPA Food: strong growth (+8.3% on a same-store basis) driven by the recovery of food sales at Extra hypermarkets and supermarkets and by Assaí, which recorded double-digit growth in traffic
• Via Varejo: continued sales growth (up +2.0% on a same-store basis) and maintenance of marketshare at a level comparable to highest historical records

E-commerce:

• Cdiscount France: net sales growth of +5.6% and marketplaces’ GMV up +19%
• Cnova Brazil: marked decline in activity

A replay service will be available two hours after the call by dialing: +33 1 72 00 15 00 – Pin code: 30 37 13#

The public bond tender offer launched on Tuesday September 20th allows Casino to buyback respectively €150.0m, €95.2m and €88.1m of the bonds maturing in August 2019, January 2023 and August 2026, i.e. a cumulated nominal amount of €333.3m.

Bonds purchased by Casino in the context of this transaction will be cancelled on September 30th, 2016. Nominal amounts will then be reduced to €850.0m for bonds maturing in August 2019, €758.0m for bonds maturing in January 2023 and €513.9m for bonds maturing in August 2026.

This operation increases the amount of bond buyback in 2016 at €978m. Taking into account the redemption of the April 2016 bond, the total outstanding amount of Casino bonds has been reduced by €1,364m in 2016 to date.

This bond tender offer has no material impact on the financial expenses in 2016 and will improve the 2017 financial result by c.€10m.