Netshoes Announces the Consummation of the Merger with Magazine Luiza
Netshoes (Cayman) Limited (the “Company”) announces today the consummation of the previously announced merger with a Magazine Luiza wholly-owned subsidiary (the “Merging Company”) (the “Merger”) as a result of all conditions precedent for the consummation of this merger having been satisfied, including approval by (i) Brazilian anti-trust authorities and (ii) a 90.32% favorable vote by shareholders present, either in person or by proxy, at the Company’s extraordinary general meeting of shareholders held on June 14, 2019. Pursuant to the terms of this transaction, the Merging Company merged with and into the Company, with the Company continuing as the surviving company (the “Surviving Company”) and as a wholly owned subsidiary of Magazine Luiza S.A. As a result of the consummation of the Merger, the Company’s shareholders, other than those who have validly exercised their statutory right to dissent to the merger, will be entitled to receive the merger consideration of US$3.70 in cash per common share, without interest and less any applicable withholding taxes (the “Merger Consideration”).
Magazine Luiza and the Surviving Company will now cause the paying agent to mail to each holder of record of common shares, (i) transmittal materials, including a letter of transmittal in customary form as agreed by Magazine Luiza and the Company and (ii) instructions for surrendering book-entry common shares in exchange for the Merger Consideration. For further information with respect to payment procedures and the expected timeline for receipt of the Merger Consideration, see “The Merger Agreement—Payment Procedures” and the original form of agreement and plan of merger between the Company, Magazine Luiza S.A. and the Merging Company dated as of April 29, 2019, as amended, included in the Company’s information statement dated June 3, 2019 and previously furnished to the U.S. Securities and Exchange Commission.
The Company has notified the New York Stock Exchange (“NYSE”) of the completion of the Merger, and trading in the Company’s common shares on the NYSE will cease as of the start of trading on June 17, 2019 and will be suspended effective before the opening of trading on that same day.