Via Varejo S.A. (BOVESPA:VVAR3) entered into a memorandum of understanding to acquire Cnova Brasil from Cnova N.V. (NasdaqGS:CNV) for approximately $510 million on May 11, 2016. On August 8, 2016, Via Varejo entered in an binding agreement to acquire Cnova Brasil from Cnova N.V. As a result of the reorganization, Cnova would receive approximately 97 million of its own shares currently held by Via Varejo and cash consideration ranging from $32 million to $49 million. In addition, Via Varejo would reimburse a debt currently owed by Cnova Brazil to Cnova equivalent to approximately $127 million. Post transaction, Via Varejo would become the sole shareholder of Cnova Brazil. Cnova Brasil reported sales of $1.6 billion. The transaction is subject to definitive, binding agreements. Entry into such agreements is conditional, among others, upon the completion of due diligence, availability of Cnova's and Cnova Brazil's final audited accounts for fiscal year 2015 and Via Varejo and Cnova shareholders' meeting approvals. The transaction was approved by the Transaction Committee. The Board of Cnova has established a Transaction Committee consisting of independent directors and the Chief Executive Officer to supervise the process and to determine the terms and direction of the transaction. The CB Group (owned by the Klein family), main minority shareholder of Via Varejo, expressed its commitment of voting in favor of the transaction provided the Special Committee of Via Varejo, by unanimous voting, recommends its approval. The deal is approved by shareholders of Via Varejo S.A. Via Varejo and Cnova expect to reach a definitive agreement with respect to the transaction by the beginning of the third quarter 2016. The merger would be expected to be completed by the end of the third quarter 2016. Via Varejo's minority shareholders approved the Reorganization on September 12, 2016. As of October 27, 2016, the transaction terms were revised. On October 28, 2016, the deal was approved from Cnova shareholders.

BNP Paribas SA acted as financial advisor for Cnova. Eight Advisory acted as an independent expert for the Transaction Committee. Bertrand Cardi, Olivier Huyghues Despointes, Laurent Gautier and Charlotte Ferran, Vincent Agulhon and Brian Martin of Darrois Villey Maillot Brochier acted as legal advisor for Casino group. Adam O. Emmerich, John L. Robinson, Oliver J. Board, Thomas F. Coyle, Adam J. Shapiro and Michael J. Schobel of Wachtell Lipton acted as legal advisors to Cnova N.V. De Brauw Blackstone Westbroek N.V. acted as legal advisor to special committee of Via Varejo S.A