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Neither the U. Cnova does not have any present plans to engage in any merger, further reorganizations, liquidations or sales or transfers of a significant portion of its assets upon completion of the Transactions. Cnova Financial Advisor Materials page Opinion of Eight Advisory as to Fairness of the Reorganization. BNP Paribas has informed Cnova that the BNP Paribas valuation report, and other reports and presentations provided by BNP Paribas in connection with Cnova, shall not confer any rights or remedies upon or may not be, in whole or in part, used or relied upon by any third party without the prior written consent of BNP Paribas. Cnova incorporates by reference the documents listed below:. Securities and Exchange Commission and made available on Cnova N. The MMA report, a copy of which has been filed with the SEC as Exhibit c 4 to the Transaction Statement, and is incorporated herein by reference, is subject to the assumptions, limitations, qualifications and conditions described therein. Purposes and Reasons of Via Varejo for the Reorganization page Further, given that Via Varejo will no longer hold any interest in Cnova following the Reorganization, the Via Varejo special committee and board of directors limited their evaluation to the Reorganization and did not analyze, opine on or otherwise evaluate the Offers. Via Varejo has over approximately stores and is present in nearly cities across 19 Brazilian states, in addition to the Federal District. Casino Financial Advisor Materials page Valuation Report of the Casino Financial Advisors. The Casino financial advisors valuation report only addresses valuation and makes no comment on whether or not the Reorganization is fair to any shareholder or other stakeholder of Cnova or Casino, either from a financial point of view or otherwise. A free translation of the complete copy of the Santander valuation report, dated August 5, , which sets forth, among other things, the factors considered, procedures followed, assumptions made and qualifications and limitations on the scope of review undertaken in preparing the Santander valuation report, has been filed with the SEC as Exhibit c 5 to the Transaction Statement, and is incorporated herein by reference.{/INSERTKEYS}{/PARAGRAPH} Securities and Exchange Commission nor any other securities commission has approved or disapproved of the transactions described in this supplemental information statement; passed upon the merits or fairness of the transactions described in this supplemental information statement; or passed upon the adequacy or accuracy of the disclosure in this supplemental information statement. The items in this summary term sheet include page references directing you to a more complete description of that topic in this supplemental information statement. Cnova shareholders are urged to read the MMA valuation report carefully. As a result of the series of transactions, Via Varejo will become the owner of substantially. All offers to purchase and purchases made pursuant to the French Offer will be made outside of the United States. Casino, Guichard-Perrachon S. The Casino financial advisors valuation report, a copy of which has been filed with the SEC as Exhibit c 3 to the Transaction Statement, and is incorporated herein by reference, is subject to the assumptions, limitations, qualifications and conditions described therein. The MMA report makes no comment on whether or not the Reorganization is fair to any shareholder or other stakeholder of Cnova or Casino, either from a financial point of view or otherwise. Casino makes no commitment to institute such proceedings, but expressly reserves its right to do so. A minority shareholder would have to file such claim with the competent Dutch court within three months after the end of the acceptance period of the Offers. If and when the Offers are commenced a with respect to the U. Cnova will provide without charge to each person, including any beneficial owner, to whom this supplemental information statement is delivered, upon his or her written or oral request, a copy of any or all of the reports or documents referred to above that have been incorporated by reference into this supplemental information statement, other than exhibits to those documents unless they are specifically incorporated by reference into those documents. The Casino financial advisors have advised Casino that they do not believe any person other than the Casino board of directors has the legal right to rely on the report. Additional information about Cnova is contained in its public filings, which are incorporated by reference herein. Additionally, Eight Advisory did not opine on and expresses no opinion or position with respect to the Offers, the evaluation of which was outside the scope of its engagement for purposes of its opinion. The full text of the BNP Paribas valuation report, dated August 8, , which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is included as Exhibit c 2 to the Transaction Statement with the permission of BNP Paribas and is incorporated herein by reference. Whenever a reference is made in this supplemental information statement to an agreement or other document, please be aware that the reference is not complete and that you should refer to the exhibits that are part of the Transaction Statement for a copy of that agreement or other document. Purposes and Reasons of Casino for the Transactions page Casino believes that the Reorganization will generate operational and financial efficiencies at both Cnova and Via Varejo that will put each company in stronger operational and competitive positions. In agreeing not to tender, CBD analyzed the Transactions from the perspective of a future significant minority shareholder of Cnova and controlling shareholder of Via Varejo and concluded that, based on such analysis and the terms outlined in the Reorganization Agreement, agreeing not to tender, and thereby allowing the transaction to proceed, was in its best interest and in the best interest of its shareholders. The Parties to the Transactions page Cnova N. Cnova has included its website address only as an inactive textual reference and does not intend it to be an active link to its website. Evaluating the fairness of the Reorganization was not part of the scope of work of the Casino financial advisors. The BNP Paribas valuation report did not address any other matter, including any term or aspect of the Transactions, or any term or aspect of any other transaction, agreement or instrument contemplated by the Reorganization Agreement to be entered into or amended in connection with the Transactions. Certain Effects of the Transactions page Further, Via Varejo will have no continuing equity or other direct or indirect ownership in Cnova and Cnova will have no continuing equity or other ownership interests in Cnova Brazil. MMA prepared their report for the sole use by and benefit of the Casino board of directors and its audit committee. Evaluating the fairness of the Reorganization was not part of the scope of work of MMA. Certain other terms are defined in other sections of this supplemental information statement. The Transactions page On August 8, , Cnova, Cnova Brazil and Via Varejo entered into the Reorganization Agreement, which provides for, among other things, the terms of the Reorganization. Via Varejo Financial Advisor Materials page Santander Valuation Report. However, Casino did not perform, nor engage a financial advisor to perform, an analysis targeted at assessing the fairness of the Transactions. Potential Involuntary Stock Exchange Delistings. However, CBD did not perform, nor engage a financial advisor to perform, an analysis targeted at assessing the fairness of the Transactions to the unaffiliated Cnova shareholders. Cnova is a Netherlands public limited liability company naamloze vennootschap formed on May 30, under Dutch law. If the Reorganization is completed, the Offers will be made for all then issued and outstanding Cnova ordinary shares, it being understood that the shares held, directly or indirectly, by Casino or CBD will not be tendered for purchase in the Offers. In this supplemental information statement:. This supplemental information statement is neither an offer to purchase nor a solicitation of an offer to sell securities. Any representation to the contrary is a criminal offense. The MMA report was prepared with the purpose of assessing the Casino financial advisors valuation report prepared by the Casino financial advisors. Casino expects that the Offers will be made on substantially the same economic terms. This supplemental information statement contains forward-looking statements. You should review the final version of this supplemental information statement, which will be filed by Cnova N. CBD believes that the Transactions are both substantively and procedurally fair to the unaffiliated Cnova shareholders. In connection with this engagement, MMA provided a. We encourage you to read carefully this entire supplemental information statement, including its annexes and the documents referred to or incorporated by reference in this supplemental information statement, as this summary term sheet may not contain all of the information that may be important to you. Via Varejo, however, did not perform, or engage a financial advisor to perform, an analysis targeted at assessing the fairness of the Transactions to the unaffiliated Cnova shareholders. Position of Casino as to Fairness of the Transactions page Casino believes that the Transactions are both substantively and procedurally fair to the unaffiliated Cnova shareholders. Plans for Cnova following the Transactions page Following the Transactions, Cnova will continue to operate its core French e-commerce business, Cdiscount. Examples of forward-looking statements include, but are not limited to, statements made herein regarding the possibility, timing and other terms and conditions of the proposed transactions described herein and the related offers by Casino for the outstanding shares of Cnova. Pursuant to the Reorganization Agreement, Cnova Brazil will be reorganized within Via Varejo pursuant to a series of transactions. Although Via Varejo did not participate in the deliberation process of the Cnova transaction committee in relation to the Transactions, Via Varejo finds persuasive the conclusions of the Cnova transaction committee as to the substantive and procedural fairness of the Transactions to the unaffiliated Cnova shareholders. Cnova's transaction committee believes that the Transactions are in the best interest of Cnova and its stakeholders, including its minority shareholders and employees. Another relevant consideration for the Cnova transaction committee for engaging in the Transactions is the fact that Cnova is currently incurring significant losses on a monthly basis, which losses are predominantly attributable to the current organizational structure of Cnova and its interest in Cnova Brazil. Report of MMA. As a multi-format, multi-channel group, it had 14, stores under management as of December 31, Via Varejo S. It does not constitute a fairness opinion, as that term is defined by the AMF or otherwise. Position of Via Varejo as to Fairness of the Reorganization page Via Varejo believes that the Reorganization is both substantively and procedurally fair to unaffiliated Cnova shareholders. Special Factors page Background of the Transactions page The actions taken by the Cnova transaction committee in connection with the Transactions including any deliberations, decision-making and any resolutions passed by it are attributable to, and are considered to be actions of, the Cnova board of directors. Except as required by law, Cnova undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise. Any forward-looking statements made in this supplemental information statement speak only as of the date hereof. Cnova shareholders are urged to read the BNP Paribas valuation report carefully. The information in this supplemental information statement is subject to completion or amendment. Cnova serves 14 million active customers via state-of-the-art websites: Cdiscount in France, Brazil and Ivory Coast; and Extra. None of the presentations by BNP Paribas, alone or together, including the BNP Paribas valuation report, constitute, or form the basis of an opinion of, or recommendation by, BNP Paribas with respect to the Transactions, the consideration to be received by Cnova in the Reorganization or potentially to be received by Cnova shareholders pursuant to the Offers, or otherwise. Eight Advisory expressed no view as to, and its opinion did not address, the underlying business decision of Cnova to effect the Reorganization or enter into the Reorganization Agreement , the relative merits of the Reorganization as compared to any alternative business strategies that might exist for Cnova or the effect of any other transaction in which Cnova might engage or consider. Cnova has not reached a determination as to whether it will voluntarily delist its ordinary shares from NASDAQ or Euronext Paris following the completion of the Transactions, but will continue to evaluate the merits and consequences of voluntarily delisting in connection with future developments and depending on the outcome of the Offers. MMA have advised Casino that they do not believe any person other than the Casino board of directors and its audit committee has the legal right to rely on the report. Casino expects the tender offer to which it committed pursuant to the Casino-Cnova Undertakings Letter to be made through two separate offers that will, unless otherwise required by applicable laws, close simultaneously:. The Casino financial advisors prepared their report for the sole use by and benefit of the Casino board of directors. {PARAGRAPH}{INSERTKEYS}Exhibit a 2. This summary term sheet discusses the material information contained in this supplemental information statement, including with respect to the Reorganization Agreement, the Reorganization, the Offers and the other agreements entered into in connection with the Transactions. The Casino financial advisors have delivered to Casino, at its request, a report on the valuation of Cnova on a stand-alone basis before giving effect to the Reorganization and a valuation of Cnova Brazil and Cnova giving effect to the Reorganization. The BNP Paribas valuation report does not constitute a recommendation to the Cnova transaction committee or to any other person in connection with the Transactions, including as to how any holder of ordinary shares of Cnova should vote or act in respect of the Transactions. These may be read without charge and copied, upon payment of prescribed rates, at the public reference facility maintained by the SEC at the Public Reference Room at F Street, N.