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Netshoes Announces Receipt of Revised Unsolicited Proposal from Grupo SBF S.A. and Adjournment of May 30, 2019 Shareholders’ Meeting


Netshoes (Cayman) Limited (NETS) announces that it has received on May 28, 2019 a revised unsolicited proposal from Grupo SBF S.A., a sociedade anônima incorporated under the laws of Brazil and with shares listed in the Brazilian stock exchange (B3) under ticker “CNTO3” (“Centauro”), 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 US$3.50 for each share of Netshoes common stock. Centauro’s offer also set forth other features to address specific concerns previously raised by Netshoes as to its prior offer.

As previously announced, on May 26, 2019, following approval from the Netshoes’ board of directors, Netshoes entered into an amendment to the Agreement and Plan of Merger dated April 29, 2019 with Magazine Luiza S.A. and its wholly-owned subsidiary located in the Cayman Islands, pursuant to which Magazine Luiza S.A. would acquire all of the outstanding common shares of Netshoes at a price of US$3.00 per share in cash for each common share (as amended, the “Merger Agreement”).

Netshoes today notified Magazine Luiza S.A. of the receipt of the revised Centauro proposal. In accordance with the terms of the Merger Agreement and its fiduciary obligations under the laws of the Cayman Islands, and in consultation with its financial and legal advisors, Netshoes’ board of directors will carefully review Centauro’s revised proposal to determine the course of action that it believes is in the best interest of the Netshoes’ shareholders. Pending the completion of such review, the Netshoes board has not made any determination as to whether Centauro’s revised proposal constitutes a superior proposal under the terms of the Merger Agreement. Accordingly, the board reaffirms its existing recommendation of the transaction with Magazine Luiza S.A. without qualification.

In order to allow the Company to evaluate these latest developments and advise Netshoes’ shareholders as to the superior offer and recommended course of action with adequate time prior to the upcoming shareholders’ meeting, which was called to be held on Thursday, May 30, 2019 at 11:00 a.m. (São Paulo time) (10:00 a.m. Eastern time), Netshoes and Magazine Luiza S.A. have mutually agreed that no business shall be transacted at such meeting. Netshoes and Magazine Luiza S.A. expect to agree on a new date for the shareholders meeting in the coming days.

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