NETS Netshoes (Cayman) Limited

Netshoes (Cayman) Limited  (NYSE: NETS) announces that it has 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 (“Merger Sub”). Pursuant to the Merger Agreement, Magazine Luiza S.A. will acquire Netshoes, such that, at the effective time of the transaction, Merger Sub will merge with and into Netshoes (the “Merger”), with Netshoes continuing after the Merger as the surviving company and a wholly-owned subsidiary of Magazine Luiza S.A. Subject to the terms and conditions of the Merger Agreement, each of Netshoes shareholders will receive US$2.00 per share in cash for each common share. 

The Merger is subject to the satisfaction of certain conditions precedent established in the Agreement and Plan of Merger, including, among others, its approval by two-thirds (2/3) of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a Netshoes general meeting, and by the Administrative Council for Economic Defense ( Conselho Administrativo de Defesa Econômica – CAD E), the Brazilian anti-trust agency.

In addition, on this date, Magazine Luiza S.A. announced that it has 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.