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

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SÃO PAULO–(BUSINESS WIRE)–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 common
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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Contacts

Otavio Lyra, Investor Relations Officer
São Paulo, Brazil
Phone:
+55 11 3028-3528
Email: [email protected]
http://investor.netshoes.com


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