Exhibit (a)(1)(B)
LETTER OF TRANSMITTAL
To Tender Ordinary Cnova ordinary shares, par value €0.05 of
CNOVA N.V.
into the U.S. Offer by
CASINO, GUICHARD-PERRACHON
For $5.50 Per Cnova Ordinary Share, Net to the Seller in Cash,
Pursuant to the Offer to Purchase, dated December 27, 2016.
The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) listed below. You are hereby authorized and instructed to deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment for ordinary shares, par value €0.05 per share, of Cnova N.V. (“Cnova ordinary shares”) tendered pursuant to this Letter of Transmittal, at a price of $5.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 27, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “U.S. Offer”).
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 25, 2017, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). |
Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2 below.
Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your Cnova ordinary shares, to:
If delivering by mail, hand, express mail, courier,
or other expedited service:
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
FACSIMILIE: (718) 234-5001
Pursuant to the U.S. Offer of Casino, Guichard-Perrachon to purchase all outstanding Cnova ordinary shares beneficially owned by holders located within the United States of America, the undersigned encloses herewith and surrenders the following certificate(s) representing Cnova ordinary shares of Cnova N.V.:
DESCRIPTION OF SHARES SURRENDERED | ||||
Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on share certificate(s)) | Shares Surrendered (attached additional list if necessary) | |||
Certificated Shares** | ||||
Certificate Number(s)* | Total Number of Shares Represented by Certificate(s)* | Number of Shares Surrendered** | Book-Entry Shares Surrendered | |
Total Shares | ||||
* Need not be completed by book-entry stockholders. ** Unless otherwise indicated, it will be assumed that all shares of common stock represented by certificates described above are being surrendered hereby. | ||||
PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
THIS LETTER OF TRANSMITTAL.
IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING
DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT, GEORGESON INC., AT (888) 206-5896 (IF YOU ARE A
BENEFICIAL OWNER LOCATED IN THE UNITED STATES OR A BANK OR BROKERAGE FIRM).
This U.S. Offer is not being made, directly or indirectly, in, and may not be accepted from within, any jurisdiction in which the making of the U.S. Offer or the acceptance thereof would not be in compliance with the laws of that jurisdiction or would require Casino to make a public offer in any jurisdiction other than the United States, or France in connection with the separate French Offer.
You have received this Letter of Transmittal in connection with the offer of Casino, Guichard-Perrachon, a French public limited company (société anonyme) (“Casino”), to purchase all outstanding ordinary Cnova ordinary shares, par value €0.05 per share (“Cnova ordinary shares”), of Cnova, N.V., a Netherlands public limited company (naamloze vennootschap) (“Cnova”), beneficially owned by holders located within the United States of America, at a price of $5.50 per Cnova ordinary share, net to the seller in cash, without interest and less any applicable withholding taxes, as described in the Offer to Purchase, dated December 27, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “U.S. Offer”).
You should use this Letter of Transmittal to deliver to American Stock Transfer & Trust Company (the “Depositary”) Cnova ordinary shares represented by stock certificates, or held in book-entry form on the books of Cnova, for tender. In this Letter of Transmittal, shareholders who deliver certificates representing their Cnova ordinary shares are referred to as “Certificate Shareholders,” and Cnova shareholders who deliver their Cnova ordinary shares through book-entry transfer are referred to as “Book-Entry Shareholders.” If certificates for your Cnova ordinary shares are not immediately available or you cannot deliver your certificates and all other required documents to the Depositary prior to the Expiration Date or you cannot complete the book-entry transfer procedures prior to the Expiration Date, you may nevertheless tender your Cnova ordinary shares according to the guaranteed delivery procedures set forth in sections of the Offer to Purchase entitled “The Offers—Terms of the U.S. Offer—Procedure for Accepting the U.S. Offer and Tendering Cnova Ordinary Shares—Guaranteed Delivery.” See Instruction 2 below.
If you are delivering your Cnova ordinary shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), you must use an “Agent’s Message” (as defined in Instruction 2 below). Delivery of documents to DTC will not constitute delivery to the Depositary.
o | CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): |
Name of Tendering Institution: | |
DTC Participant Number: | |
Transaction Code Number: | |
o | CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY): |
Name(s) of Registered Owner(s): | |
Window Ticket Number (if any) or DTC Participant Number: | |
Date of Execution of Notice of Guaranteed Delivery: | |
Name of Institution which Guaranteed Delivery: | |
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Casino, Guichard-Perrachon, a French public limited company (société anonyme) (“Casino”), the above-described Cnova ordinary shares, par value €0.05 per share, of Cnova N.V., a Netherlands public limited company (naamloze vennootschap) (“Cnova”), at a price of $5.50 per Cnova ordinary share, net to the seller in cash, without interest and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase and related Forms of Acceptance, receipt of which is hereby acknowledged, and this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal” and, together with the Offer to Purchase, as it may be amended or supplemented from time to time, the “U.S. Offer”). The undersigned understands that Casino reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates, the right to purchase the Cnova ordinary shares tendered herewith.
On the terms and subject to the conditions of the U.S. Offer (including, if the U.S. Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment and payment for the Cnova ordinary shares validly tendered herewith, and not properly withdrawn, prior to the Expiration Date in accordance with the terms of the U.S. Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Casino, all right, title and interest in and to all of the Cnova ordinary shares being tendered hereby and any and all cash dividends, distributions, rights, other Cnova ordinary shares or other securities issued or issuable in respect of such Cnova ordinary shares on or after the date hereof (collectively, “Distributions”), and the undersigned hereby irrevocably appoints American Stock Transfer & Trust Company, LLC (the “Depositary”) the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Cnova ordinary shares and any Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Cnova ordinary shares) to the full extent of such Cnova shareholder’s rights with respect to such Cnova ordinary shares and any Distributions (1) to deliver certificates representing Cnova ordinary shares (the “Share Certificates”) and any Distributions, or to transfer of ownership of such Cnova ordinary shares and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Casino, (2) to present such Cnova ordinary shares and any Distributions for transfer on the books of Cnova, and (3) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Cnova ordinary shares (and any and all Distributions), all in accordance with the terms and subject to the conditions of the U.S. Offer.
By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message as defined in Instruction 2 below), the undersigned hereby irrevocably appoints each of the designees of Casino the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such Cnova shareholder’s rights with respect to the Cnova ordinary shares tendered hereby which have been accepted for payment and with respect to any Distributions. The designees of Casino will, with respect to the Cnova ordinary shares and any associated Distributions for which the appointment is effective, be empowered to exercise all voting and any and all other rights of such Cnova shareholder, as they, in their sole discretion, may deem proper at any annual or extraordinary general meeting of Cnova shareholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Cnova ordinary shares. Such appointment is effective when, and only to the extent that, Casino accepts the Cnova ordinary shares tendered with this Letter of Transmittal for payment pursuant to the U.S. Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Cnova ordinary shares and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). Casino reserves the right to require that, in order for Cnova ordinary shares to be deemed validly tendered, immediately upon Casino’s acceptance for payment of such Cnova ordinary shares, Casino must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Cnova ordinary shares and any associated Distributions, including voting at any meeting of Cnova shareholders or executing a written consent concerning any matter.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Cnova ordinary shares and any Distributions tendered hereby and, when the same are
3
accepted for payment by Casino, Casino will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Cnova ordinary shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Cnova ordinary shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Casino to be necessary or desirable to complete the sale, assignment and transfer of the Cnova ordinary shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Casino any and all Distributions in respect of the Cnova ordinary shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, Casino shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by Casino in its sole discretion.
It is understood that the undersigned will not receive payment for the Cnova ordinary shares unless and until the Cnova ordinary shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Cnova ordinary shares held in book-entry form, ownership of Cnova ordinary shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.
It is understood that the method of delivery of the Cnova ordinary shares, the Share Certificate(s) and all other required documents (including delivery through DTC) is at the option and risk of the undersigned and that the risk of loss of such Cnova ordinary shares, Share Certificate(s) and other documents shall pass only after the Depositary has actually received the Cnova ordinary shares or Share Certificate(s) (including, in the case of a book-entry transfer, by Book-Entry Confirmation (as defined below)). If delivery is by mail, it is recommended that all such documents be sent by properly insured registered mail with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery.
All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the acceptance for payment by Casino of Cnova ordinary shares tendered pursuant to one of the procedures described in section of the Offer to Purchase entitled “The Offers—Terms of the Offers—Procedures for Accepting the U.S. Offer and Tendering Cnova Ordinary Shares” and in the instructions hereto will constitute a binding agreement between the undersigned and Casino upon the terms and subject to the conditions of the U.S. Offer.
Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price in the name(s) of, and/or return any Share Certificates representing Cnova ordinary shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Cnova ordinary shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Share Certificates representing Cnova ordinary shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Cnova ordinary shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or issue any Share Certificates representing Cnova ordinary shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Cnova ordinary shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Casino has no obligation pursuant to the Special Payment Instructions to transfer any Cnova ordinary shares from the name of the registered owner thereof if Casino does not accept for payment any of the Cnova ordinary shares so tendered.
4
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5 and 7)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price in consideration of Cnova ordinary shares accepted for payment are to be issued in the name of someone other than the undersigned or if Cnova ordinary shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.
Issue: o Check and/or o Share Certificates to: o
Name: _______________________________________________________________________________________
(Please Print)
Address (including zip code):
_____________________________________________________________________________________________
(Tax Identification or Social Security Number)
| o | Credit Cnova ordinary shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below. |
_____________________________________________________________________________________________
(DTC Account Number)
5
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5 and 7)
To be completed ONLY if Share Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Cnova ordinary shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Cnova ordinary shares Tendered” above.
Deliver: o Check(s) and/or o Share Certificates to: o
Name: _______________________________________________________________________________________
(Please Print)
Address (including zip code):
IMPORTANT—SIGN HERE
(U.S. Persons Please Also Complete the Enclosed IRS Form W-9)
(Non-U.S. Persons Please Obtain and Complete IRS Form W-8BEN or Other Applicable IRS Form W-8)
_____________________________________________________________________________________________
(Signature(s) of Cnova Shareholder(s))
Dated: ___________, 20____
(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5 below. For information concerning signature guarantees, see Instruction 1 below.)
Name(s): _____________________________________________________________________________________
(Please Print)
Capacity (full title):
Address (including zip code):
Area Code and Telephone Number: ________________________________________________________________
Tax Identification or
Social Security No.: ____________________________________________________________________________
6
GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only;
see Instructions 1 and 5)
Name of Firm: ________________________________________________________________________________
_____________________________________________________________________________________________
(Include Zip Code)
Authorized Signature: ___________________________________________________________________________
Name: _______________________________________________________________________________________
_____________________________________________________________________________________________
(Please Type or Print)
Area Code and Telephone Number: ________________________________________________________________
Dated: ___________, 20____
_____________________________________________________________________________________________
Place medallion guarantee in space below:
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE U.S. OFFER
1. Guarantee of Signatures.
Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (1) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Cnova ordinary shares) of Cnova ordinary shares tendered herewith and such registered owner has not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (2) if such Cnova ordinary shares are tendered for the account of an Eligible Institution. See Instruction 5 below.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations.
This Letter of Transmittal is to be completed by Cnova shareholders if Share Certificates are to be forwarded herewith. If tenders are to be made pursuant to the procedures for tender by book-entry transfer described in sections of the Offer to Purchase entitled “The Offers—Terms of the Offers—Acceptance for Payment; Return of and Payment for Cnova Ordinary Shares” and “The Offers—Terms of the Offers—Procedures for Accepting the U.S. Offer and Tendering Cnova Ordinary Shares,” an Agent’s Message must be utilized. A manually executed facsimile of this document may be used in lieu of the original. Share Certificates representing all physically tendered Cnova ordinary shares, or confirmation of any book-entry transfer into the Depositary’s account at DTC of Cnova ordinary shares tendered by book-entry transfer (“Book Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, or an Agent’s Message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein prior to the Expiration Date. Please do not send your Share Certificates directly to Casino or Cnova.
Cnova shareholders whose Share Certificates are not immediately available or who cannot deliver all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedures for book-entry transfer prior to the Expiration Date may nevertheless tender their Cnova ordinary shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure described in sections of the Offer to Purchase entitled “The Offers—Terms of the Offers—Acceptance for Payment; Return of and Payment for Cnova Ordinary Shares” and “The Offers—Terms of the Offers—Procedures for Accepting the U.S. Offer and Tendering Cnova Ordinary Shares.” Pursuant to such procedure: (1) such tender must be made by or through an Eligible Institution, (2) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Casino must be received by the Depositary prior to the Expiration Date (or prior to the expiration of the Subsequent Offering Period, as applicable), and (3) Share Certificates representing all tendered Cnova ordinary shares, in proper form for transfer (or a Book Entry Confirmation with respect to such Cnova ordinary shares), this Letter of Transmittal (or facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and all other documents required by this Letter of Transmittal, if any, must be received by the Depositary within three NASDAQ Global Select Market trading days after the date of execution of such Notice of Guaranteed Delivery.
A properly completed and duly executed Letter of Transmittal (or facsimile thereof) must accompany each such delivery of Share Certificates to the Depositary.
The term “Agent’s Message” means a message, transmitted through electronic means by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Cnova ordinary shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Casino may enforce such agreement against the participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.
8
THE METHOD OF DELIVERY OF CNOVA ORDINARY SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING CNOVA SHAREHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no fractional Cnova ordinary shares will be purchased. All tendering Cnova shareholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Cnova ordinary shares for payment.
All questions as to validity, form and eligibility (including time of receipt) of the surrender of any Share Certificate hereunder, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any certificate of Cnova ordinary shares, will be determined by Casino in its sole and absolute discretion (which may delegate power in whole or in part to the Depositary) which determination will be final and binding. Casino reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may be unlawful. Casino also reserves the absolute right to waive any defect or irregularity in the surrender of any Cnova ordinary shares or Share Certificate(s) whether or not similar defects or irregularities are waived in the case of any other Cnova shareholder. No tender of Cnova ordinary shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Casino, the Depositary, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in tenders or incur any liability for failure to give any such notice. Interpretation of the terms and conditions of the U.S. Offer (including this Letter of Transmittal and the Instructions hereto) will be determined by Casino in its sole discretion.
3. Inadequate Space.
If the space provided herein is inadequate, the certificate numbers and/or the number of Cnova ordinary shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.
4. Partial Tenders (Applicable to Certificate Shareholders Only).
If fewer than all the Cnova ordinary shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Cnova ordinary shares which are to be tendered in the column titled “Number of Cnova ordinary shares Tendered” in the box titled “Description of Cnova ordinary shares Tendered.” In such cases, new certificate(s) for the remainder of the Cnova ordinary shares that were evidenced by the old certificate(s) but not tendered will be sent to the registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Cnova ordinary shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of Transmittal is signed by the registered owner(s) of the Cnova ordinary shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.
If any Cnova ordinary shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Cnova ordinary shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Cnova ordinary shares.
9
If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Casino of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered owner(s) of the Cnova ordinary shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Cnova ordinary shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s), in which case the Share Certificates representing the Cnova ordinary shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Cnova ordinary share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.
6. Transfer Taxes.
Casino will pay any transfer taxes with respect to the transfer and sale of Cnova ordinary shares to it or to its order pursuant to the U.S. Offer (for the avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.
7. Special Payment and Delivery Instructions.
If a check for the purchase price is to be issued, and/or Share Certificates representing Cnova ordinary shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Cnova ordinary shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Cnova shareholders delivering Cnova ordinary shares tendered hereby or by Agent’s Message by book-entry transfer may request that Cnova ordinary shares not purchased be credited to an account maintained at DTC as such Cnova shareholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Cnova ordinary shares not purchased will be returned by crediting the same account at DTC as the account from which such Cnova ordinary shares were delivered.
8. Requests for Assistance or Additional Copies.
Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from either the Information Agent or the Dealer Manager as set forth below, and will be furnished at Casino’s expense.
9. Tax Withholding.
Under U.S. federal income tax laws, the Depositary will be required to withhold a portion of any payments made to certain stockholders pursuant to the U.S. Offer. To avoid backup withholding, a tendering stockholder that is a United States person (as defined in the enclosed instructions accompanying the IRS Form W-9, a “United States person”), and, if applicable, each other U.S. payee, is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on IRS Form W-9, which is included herein, and to certify,
10
under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition, such United States person must date and sign the IRS Form W-9 as indicated. If such United States person is an individual, the TIN is his or her social security number. If the United States person does not provide the correct TIN or an adequate basis for an exemption, such person may be subject to backup withholding at the applicable rate, and such stockholder or payee may be subject to a penalty imposed by the Internal Revenue Service (the “IRS”). If such United States person does not have a TIN, such person should consult the instructions to IRS Form W-9 for information on applying for a TIN and completing and signing the IRS Form W-9 while the TIN application is in process. See the enclosed IRS Form W-9 and the instructions thereto for additional information.
Certain stockholders or payees (including, among others, corporations) who are exempt recipients are not subject to backup withholding. See the enclosed copy of the IRS Form W-9 and the instructions to IRS Form W-9. Exempt stockholders or payees that are United States persons should furnish their TIN, check the appropriate box on the IRS Form W-9 and sign, date and return the IRS Form W-9 to the Depositary in order to confirm exempt status and avoid erroneous backup withholding. A foreign stockholder or other payee that is not a United States person may qualify as an exempt recipient by providing the applicable withholding agent with a properly completed and signed IRS Form W-8BEN or IRS Form W- 8BEN-E, as applicable, or other appropriate IRS Form W-8, signed under penalties of perjury, attesting to such stockholder or payee’s foreign status or by otherwise establishing an exemption. An appropriate IRS Form W-8 may be obtained from the Depositary or the IRS website (www.irs.gov).
Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS if eligibility is established and appropriate procedure is followed.
Failure to provide a correct, completed and signed IRS Form W-9 or appropriate IRS Form W-8, as applicable, may subject you to U.S. federal income tax withholding on any payments made to you pursuant to the U.S. Offer.
10. Lost, Destroyed, Mutilated or Stolen Share Certificates.
If any Share Certificate has been lost, destroyed, mutilated or stolen, the Cnova shareholder should promptly notify Cnova’s stock transfer agent, American Stock Transfer & Trust Company, LLC at (800) 937-5449. The Cnova shareholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY EXECUTED FACSIMILE COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
11
The Depositary for the U.S. Offer is:
If delivering by mail: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042 | If delivering by hand or courier: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 |
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed either to the Information Agent or the Dealer Manager at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the U.S. Offer.
The Information Agent for the U.S. Offer is:
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
U.S. Toll Free Number for holders of Securities in the United States: (888) 206-5896
U.S. Number for banks and brokers: (212) 440-9800