UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2 )

CNOVA N.V.
(Name of Subject Company)

CASINO, GUICHARD-PERRACHON
(Names of Filing Persons)

Ordinary shares, par value € 0.05 per share
(Title of Class of Securities)

20947102
(CUSIP Number of Class of Securities)

Jean-Yves Haagen
Casino, Guichard-Perrachon
235 East 42nd Street
New York, NY 10017
(212) 733-2323
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Adam O. Emmerich, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000

CALCULATION OF FILING FEE

Transaction Valuation*
Amount of Filing Fee**
$196,582,765.50
$22,783.94
* Calculated solely for purposes of determining the filing fee. The calculation of the transaction value was estimated as the product of (i) (a) the sum of 35,569,932 ordinary shares, par value €0.05 per share, of Cnova N.V. (“ Cnova ”) not directly or indirectly owned by Casino, Guichard-Perrachon (“ Casino ”) plus (b) 172,389 deferred stock units that would vest as Cnova ordinary shares in the event of the death of the beneficiaries of such units multiplied by (ii) the offer price of $5.50 per share. The calculation of the filing fee is based on information provided by Cnova as of December 27, 2016.
** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2017, issued August 31, 2016 by multiplying the transaction valuation by 0.0001159.
☒ 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.
Amount Previously Paid:
$22,783.94
Filing Party:
Casino, Guichard-Perrachon
Form or Registration No.:
Schedule TO
Date Filed:
December 27, 2016
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
☒ going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:       o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☒ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Casino, Guichard-Perrachon, a French public limited company ( société anonyme ) (“ Casino ”), with the U.S. Securities and Exchange Commission on December 27, 2016 (together with any subsequent amendments and supplements thereto, the “ Schedule TO ”). The Schedule TO relates to the tender offer by Casino for any and all outstanding ordinary shares, par value €0.05 per share (“ Cnova ordinary shares ”), of Cnova N.V., a Netherlands public limited liability company ( naamloze vennootschap ) (“ Cnova ”), beneficially owned by U.S. holders (as such term is used in Rule 14d-1(d) under the Securities Exchange Act of 1934) at a price of $5.50 per share, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and conditions set forth in the offer to purchase dated December 27, 2016 (as amended, the “ Offer to Purchase ”) and in the related letter of transmittal (the “ Letter of Transmittal ”) which, together with any amendments and supplements thereto, collectively constitute the “ U.S. Offer ”.

The U.S. Offer is set to expire at 11:59 p.m. New York City Time on January 25, 2017, unless extended.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.

Item 12.    Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(2)(A) Letter to U.S. holders of Cnova ordinary shares from Casino, Guichard-Perrachon S.A., dated January 19, 2017

1

SIGNATURES

After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2017

 
CASINO, GUICHARD-PERRACHON S.A.
 
 
 
 
By:
/s/ Jean-Charles Naouri
 
Name:
Jean-Charles Naouri
 
Title:
Chairman and Chief Executive Officer

[ Signature Page to Tender Offer Statement on Schedule TO-T ]

EXHIBIT INDEX

Exhibit No.
Description
(a)(2)(A)
Letter to U.S. holders of Cnova ordinary shares from Casino, Guichard-Perrachon S.A., dated January 19, 2017

   

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