Netshoes (Cayman) Limited (NYSE: NETS) announces that it has
entered into an amendment to the Agreement and Plan of Merger, dated
April 29, 2019, by and among Netshoes, Magazine Luiza S.A. (“Magalu”)
and its subsidiary (as amended from time to time, the “Merger
Agreement”) to increase the Per Share Merger Consideration (as such term
is defined in the Merger Agreement) from US$2.00 to US$3.00 (the
As of the date hereof, the Board of Directors of Netshoes (the “Netshoes
Board”) unanimously approved (with the abstention of Mr. Marcio Kumruian
on advice of counsel) the Amendment to the Merger Agreement and
unanimously reaffirms its recommendation (with the abstention of Mr.
Marcio Kumruian on advice of counsel) that Netshoes’s shareholders vote
in favor of the transactions contemplated by the Merger Agreement. In
reaching this determination, the Netshoes Board took into account:
- the increase in the Per Share Merger Consideration;
the certainty of the execution of the merger with Magalu in view of
the scheduled shareholders’ meeting to approve the Merger Agreement
and related transactions on May 30, 2019;
the approval of the Magalu acquisition granted by the Brazilian
antitrust authority on May 22, 2019;
Magalu’s commitment to close the transaction on or before June 12,
any potential transaction between Netshoes and Grupo SBF S.A., if
agreed, would involve calling a new shareholders meeting and review by
Brazilian antitrust authorities. Such antitrust review could
potentially follow a long-form procedure, which would lead to greater
delay and uncertainty; and
it is in Netshoes shareholders’ best interest to secure a transaction
within a predictable timeframe given the previously disclosed
pressures on Netshoes operating cash flow and financial condition.
Goldman Sachs & Co. LLC is acting as financial advisor to Netshoes.
Simpson Thacher & Bartlett LLP, Demarest Advogados and Campbells are
acting as legal advisors to Netshoes.