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Netshoes Announces Receipt of Unsolicited Proposal from Grupo SBF S.A.
[May 23, 2019]

Netshoes Announces Receipt of Unsolicited Proposal from Grupo SBF S.A.


Netshoes (Cayman) Limited (NYSE: NETS) announces that it has received on May 23, 2019 an 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$2.80 for each share of Netshoes common stock.

As previously announced on April 29, 2019, following approval from the Netshoes' board of directors, Netshoes entered into an Agreement and Plan of Merger ("Merger Agreement") with Magazine Luiza S.A. and its wholly-owned subsidiary located in the Cayman Islands, under which Magazine Luiza S.A. would acquire all of the outstanding common shares of Netshoes at a price of US$2.00 per share in cash for each ommon share. Also as announced on April 29, 2019, Magazine Luiza S.A. entered into a voting and support agreement with shareholders representing 47.9% of our capital stock, pursuant to which, among other things, each such shareholder has agreed to vote all common shares beneficially owned by such shareholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement.



Netshoes notified Magazine Luiza S.A. of the receipt of the Centauro proposal on May 23, 2019. 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 proposal to determine the course of action that it believes is in the best interest of the Netshoes' stockholders. Pending the completion of such review, the Netshoes board has not made any determination as to whether Centauro's 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.

Goldman Sachs & Co. LLC is acting as financial advisor to Netshoes. Simpson Thacher & Bartlett LLP, Demarest Advogados and Campbells are acting as legal advisors to Netshoes.



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