Home / Knowledge / News / E-commerce / Netshoes receives revised Centauro Offer

Netshoes receives revised Centauro Offer

21
Jun '19
Pic: Netshoes
Pic: Netshoes
Netshoes, a Brazilian e-commerce sporting goods conglomerate, has received further revised unsolicited proposals from Grupo SBF S.A (Centauro). The offer is in regards for purchase of all of the outstanding common shares of Netshoes through a merger transaction pursuant to which Netshoes shareholders would receive a payment in cash of $4.10 for each share.

On June 13, Netshoes entered into a second amendment to the agreement and plan of merger, dated April 29, 2019 and amended on May 26, 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 from $3.00 to $3.70, and to increase the amount of that certain company termination payment from US$1,800,000 to US$6,000,000.

The Centauro offer addresses several of the company’s principal concerns with its earlier offers, including by providing a R$120 million bridge loan available upon execution of a merger agreement with Centauro and by Centauro assuming certain anti-trust risks. There remain, however, contractual provisions that would require negotiation to assure greater protection to the company in view of the longer timeframe that would be required to execute a transaction with Centauro. Furthermore, while Centauro has sought to address these concerns through a liquidity facility, there is continued uncertainty as to the duration of the anti-trust review process, which creates risk to the company in view of its severe liquidity constraints. Had Centauro extended its latest offers earlier, the board of directors of Netshoes would have benefitted from time to engage with Centauro to seek to evaluate the offers and address any remaining concerns.

Due to the receipt of the Centauro offer on the evening before the scheduled shareholders’ meeting, the Board has determined, in consultation with its financial and legal advisors, that, regardless of the higher price offered by Centauro, as compared to the price to be paid by Magalu under the merger agreement, the board is unable, in the insufficient time available, to reach a determination as to whether the Centauro offer could reasonably be expected to constitute, result in or lead to a Superior Proposal (as such term is defined in the merger agreement). Although the Centauro offer represents a 9.75 per cent increase in per share merger consideration, the timing of the Centauro transaction, including as to shareholder approvals and anti-trust approvals, remains uncertain. Furthermore, the merger agreement contains a “force the vote” provision that restricts the company’s ability to adjourn the shareholders’ meeting without Magalu’s consent. Magalu has advised the Company’s representatives that it will not agree to a second adjournment of the shareholders’ meeting.

In light of the aforementioned, the Netshoes board has advised its shareholders to consider the information available in casting its vote and unanimously reaffirms (with the abstention of Marcio Kumruian on advice of counsel) in accordance with the merger agreement, its recommendation in favor of the Magalu transaction. (RR)

Fibre2Fashion News Desk – India


Must ReadView All

Pic: Shutterstock

Textiles | On 22nd Feb 2020

Pharr sells Pharr High Performance to Coats Group

Pharr, a provider of differentiated textile products and assorted...

Pic: Shutterstock

Textiles | On 22nd Feb 2020

TOAI highlights importance of textiles in auto industry

The first edition of the conference 'Textile Opportunities in a...

Pic: Shutterstock

Textiles | On 22nd Feb 2020

Cocona's 37.5 fibres to have new biodegradable additive

All of the 37.5 staple fibres and filament yarns by Cocona, will now...

Interviews View All

Top executives, Textile & apparel bodies

Top executives
Textile & apparel bodies

The decision to reduce GST on MMF yarn to 12% is transformational

Mandeep Nagi, Shades of India

Mandeep Nagi
Shades of India

Women value something that is unique and has a flavour of India

Top executives, Machinery Company

Top executives
Machinery Company

We will promote latest technologies at ITMA Barcelona

Ronald Van Den Broek,

Ronald Van Den Broek

Headquartered in Japan, Mimaki Engineering Co. Ltd. manufactures and...

Poonam Naik Desai,

Poonam Naik Desai

Peekaboo is a sustainable, high quality, luxury sleepwear brand providing...

Mirella Sardini,

Mirella Sardini

A leading manufacturer of automated machinery and equipment for the...

Pranesh Sridharan & Berndt Koll, Lenzing

Pranesh Sridharan & Berndt Koll
Lenzing

The Lenzing Group produces Lenzing Lyocell and Modal cellulosic fibres of...

Mr Hartmann Huth, Trevira GmbH

Mr Hartmann Huth
Trevira GmbH

Trevira GmbH is an innovative European manufacturer of high-value branded...

Ray Baughman, University of Texas -Dallas

Ray Baughman
University of Texas -Dallas

<div>A team of scientists and researchers have discovered twistrons,...

Cigdem Akin, Cigdem Akin

Cigdem Akin
Cigdem Akin

She has carved a niche for herself as the national brand of Turkey. Her...

Varsha Wadhwa, VW

Varsha Wadhwa
VW

Coming from a family that ran a business of jute and linen mills since...

Mike Hoffman, Gildan Activewear SRL

Mike Hoffman
Gildan Activewear SRL

Gildan Activewear, a manufacturer and marketer of branded clothing and...

Press Release

Press Release

Letter to Editor

Letter to Editor

RSS Feed

RSS Feed

Submit your press release on


editorial@fibre2fashion.com

Letter To Editor






(Max. 8000 char.)

Search Companies





SEARCH

Leave your Comments


February 2020

Subscribe today and get the latest update on Textiles, Fashion, Apparel and so on.


Advanced Search