Written Communication Relating to an Issuer or Third Party (sc To-c)
December 23 2016 - 4:56PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 23, 2016
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section
14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Cnova N.V.
(Name of Subject Company)
Casino, Guichard-Perrachon
(Name of Filing Persons)
Ordinary Shares, Par Value €0.05
Per Share
(Title of Class of Securities)
N20947102
(CUSIP Number of Class of Securities)
1 Esplanade de France, BP 306
42008 Saint-Etienne Cedex 2 – France
(Address of Principal Executive Office)
Telephone Number, Including Area Code:
+33
4 77 45 31 31
Pascal Rivet
Casino, Guichard-Perrachon
1 Esplanade de France, BP 306
42008 Saint-Etienne Cedex 2 – France
(Name and Address of Agent for Service)
Copy to:
Adam O. Emmerich, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Calculation of Filing Fee
Transaction
Valuation
|
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Amount
of Filing Fee*
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Not Applicable
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Not Applicable
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*
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No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender
offer.
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o
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Check the box if any part
of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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x
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Check the box if the filing
relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
x
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third party tender offer
subject to Rule 14d-1.
|
o
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issuer tender offer subject
to Rule 13e-4.
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x
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going-private transaction
subject to Rule 13e-3.
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o
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amendment to Schedule
13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting
the results of the tender offer.
o
This filing relates solely to preliminary
communications made before the commencement of a potential tender offer by Casino, Guichard-Perrachon (
Purchaser
)
for all of the outstanding ordinary shares, par value €0.05 per share of Cnova N.V. (the
Company
).
Pursuant to requirements of French law,
on December 6, 2016, Purchaser published a draft
note dinformation
(
French Offer Document
) in
connection with its offer (the
French Offer
) to purchase any and all outstanding ordinary shares, nominal
value €0.05 per share, of the Company, from holders of Cnova ordinary shares not resident in the United States of America
(
Non-U.S. Holders
) who are permitted to participate in the French Offer pursuant to local laws and regulations
applicable to those Non-U.S. Holders. The French Offer is part of the offer to purchase any and all outstanding Cnova ordinary
shares that was previously announced by Purchaser in connection with the reorganization of the Companys Brazilian subsidiary
within Via Varejo S.A., which was completed on October 31, 2016.
Purchaser will also be making an offer (the
U.S. Offer and, together with the French Offer, the Offers) to purchase any and all outstanding Cnova
ordinary shares held by persons resident in the United States.
On December 22, 2016, pursuant to articles
L.621-8 of the French Monetary and Financial Code and 231-26 of its General Regulations, the French
Autorité des marchés
financiers
approved and granted
visa
No. 16-600 on the French Offer Document pursuant to the AMFs decision of
conformity issued on December 22, 2016, which approved the French Offer and cleared the French Offer to proceed. An English translation
of the French Offer Document is attached as Exhibit 99.1 to this Schedule TO and contains additional information about the
French Offer. The press release filed by Casino in connection with the French Offer Document is attached as Exhibit 99.2 to
this Schedule TO.
The Offers are expected to commence on December
27, 2016.
Purchaser will file with the United States
Securities and Exchange Commission (the
SEC
) a Tender Offer Statement on Schedule TO and other documents relating
to the U.S. Offer upon commencement of the U.S. Offer, which will be available on the SECs website at
www.sec.gov
.
THIS COMMUNICATION AND THE EXHIBITS ATTACHED
HERETO ARE NEITHER AN OFFER TO PURCHASE NOR SOLICITATION OF AN OFFER TO SELL SECURITIES. INVESTORS ARE ADVISED TO READ PURCHASERS
TENDER OFFER STATEMENT IF AND WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
The Offers for the Companys outstanding
ordinary shares described in the exhibit to this filing have not commenced. When the Offers are commenced, Purchaser will file
a tender offer statement on Schedule TO with the SEC, and the Company will timely file a solicitation/recommendation statement
on Schedule 14D-9, with respect to the U.S. Offer. Purchaser and the Company intend to mail these documents to the shareholders
of the Company. The tender offer statement (including the offer to purchase, the related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will contain important information that should be read carefully before
any decision is made with respect to the tender offer. Those materials, as amended from time to time, will be made available to
the Companys shareholders at no expense to them at www.cnova.com. In addition, the tender offer materials and other documents
that Purchaser may file with the SEC will be made available to all shareholders of the Company free of charge at www.groupe-casino.fr.
All of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SECs website:
www.sec.gov. Documents may also be obtained from the Company upon written request to the Investor Relations Department, WTC Schiphol
Airport, Tower D, 7th Floor, Schiphol Boulevard 273, 1118 BH Schiphol, The Netherlands, telephone number +31 20 795 06 71.
Items 1 – 11.
Not applicable.
Item 12. Exhibits.
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99.1
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French Offer Document, dated December 22, 2016.
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99.2
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Press Release of Casino, Guichard-Perrachon, dated December 23, 2016.
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
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