Special Factors—Purposes and Reasons for the Offers—Purposes and Reasons of the Cnova Transaction Committee and the Cnova Board of Directors for the Offers
Appendix B – Fairness Opinion of Eight Advisory France S.A.S.
The information contained in following exhibit to this Recommendation Statement is incorporated herein by reference:
Exhibit (a)(2)—Cnova N.V. Position Statement, dated December 23, 2016.
(b)
Reasons
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
Questions and Answers about the Offers
Summary Term Sheet
Special Factors—Background of the Transactions
Special Factors—Positions of the Filing Parties as to the Fairness of the Offers—Recommendation of the Cnova Transaction Committee and the Cnova Board of Directors; Fairness of the Offers
Special Factors—Purposes and Reasons for the Offers—Purposes and Reasons of the Cnova Transaction Committee and the Cnova Board of Directors for the Offers
Special Factors—Certain Effects of the Transactions
Appendix B – Fairness Opinion of Eight Advisory France S.A.S.
The information contained in following exhibit to this Recommendation Statement is incorporated herein by reference:
Exhibit (a)(2)—Cnova N.V. Position Statement, dated December 23, 2016
(c)
Intent to tender
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
Summary Term Sheet
Special Factors—Positions of the Filing Parties as to the Fairness of the Offers
Interests of Certain Persons in the Offers; Intent to Tender Into the Offers
Transaction Agreements Related to the Offers—The Casino-Cnova Undertakings Letter
Transaction Agreements Related to the Offers—The Casino and CBD Letters
The information contained in following exhibit to this Recommendation Statement is incorporated herein by reference:
Exhibit (e)(2)—Undertakings Letter from Casino, Guichard-Perrachon to the Transaction Committee of Cnova N.V., dated August 8, 2016
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ITEM 5.
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PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
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Regulation M-A Item 1009
(a)
Solicitations or recommendations
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
Summary Term Sheet
Special Factors—Background of the Transactions
Special Factors—Positions of the Filing Parties as to the Fairness of the Offers
The Offers—Persons/Assets, Retained, Employed, Compensated or Used
The Offers—Fees and Expenses