Casino Group Secures Full Ownership of Cnova in Landmark Dutch Buyout

In a significant move to consolidate control over its digital assets, Casino Group has finalized its acquisition of the remaining minority shares in Cnova N.V., following a Dutch court’s approval of a buyout priced at €0.0957 per share. The ruling, finalized in February 2025, marks the culmination of a years-long effort to fully integrate Cnova’s e-commerce platforms—most notably Cdiscount and Octopia—into Casino’s broader retail strategy. This article dissects the terms, implications, and market dynamics of the buyout, while evaluating its long-term impact on the company’s valuation and operational trajectory.

Valuation and Terms: A Cost-Efficient Acquisition

The Dutch court’s approval hinged on determining a “fair value” for minority shareholders, ultimately settling on €0.09 per share, with adjustments for statutory interest accrued since June 30, 2024. By the buyout’s conclusion in June 2025, the final price had risen to €0.0957 per share, reflecting a modest 6.3% increase due to interest calculations. For Casino Group, which already owned 98.8% of Cnova, acquiring the remaining 1.2% (4.1 million shares) cost approximately €393,000—a nominal sum given the strategic importance of full ownership.

The valuation underscores the market’s skepticism toward Cnova’s standalone prospects. Analysts have long criticized Cnova’s lackluster performance, with its core business, Cdiscount, struggling to compete with Amazon and Alibaba in European e-commerce. By absorbing the remaining shares, Casino Group aims to eliminate governance complexities and repurpose Cnova’s assets as a private, streamlined subsidiary.

Timeline and Process: A Methodical Squeeze-Out

The buyout proceeded under the Dutch corporate law “squeeze-out” mechanism, which allows majority shareholders to acquire remaining shares at a court-determined price. Key milestones included:
- April 2, 2025: Trading of Cnova shares was suspended indefinitely, with delisting from Euronext Paris finalized by June 20.
- Voluntary Transfer Period: Minority shareholders had until June 13 to transfer shares to Casino, with non-participants facing mandatory transfer via the Dutch Ministry of Finance’s consignment fund.
- Settlement: Transferred shares were settled on June 18, with non-voluntary transfers concluding by June 20.

This structured approach minimized legal risks but left minority shareholders with little recourse beyond the court-approved price.

Strategic Implications: Reinventing Cnova’s Value Proposition

Casino Group’s primary goal is to leverage Cnova’s digital infrastructure to bolster its omnichannel retail strategy. Cdiscount, Cnova’s flagship platform, commands 14% of France’s e-commerce market—a critical asset as Casino competes with Carrefour and Aldi. By consolidating ownership, the company can:
1. Integrate Cdiscount’s data and logistics into its brick-and-mortar stores.
2. Accelerate development of Octopia, a B2B e-commerce platform for small businesses.
3. Reduce governance costs by eliminating minority shareholder voting rights.

Analysts estimate these synergies could add €100 million annually to Casino’s EBITDA by 2027, though execution risks remain.

Shareholder Impact: A Bittersweet Outcome

Minority shareholders faced a stark choice: accept the buyout price or forfeit liquidity entirely. While €0.0957 represented a 47% premium to Cnova’s June 2024 share price (€0.065), the figure still reflects a 90% decline from Cnova’s IPO price in 2014. For investors who held through years of underperformance, the buyout offered a graceful exit—but at a fraction of the company’s historical value.

Regulatory and Market Context: A Template for Future Buyouts

The Dutch court’s ruling highlights the efficacy of squeeze-out mechanisms in resolving minority holdouts, particularly for companies seeking to privatize or simplify governance. For investors, the case underscores the risks of holding minority stakes in firms with activist majority shareholders. Meanwhile, Casino’s success may encourage other European retailers to pursue similar consolidations, especially as e-commerce valuations remain depressed post-pandemic.

Conclusion: A Shrewd Move with Long-Term Payoffs

Casino Group’s acquisition of Cnova’s minority shares represents a financially prudent and strategically vital step. The €393,000 cost pales against the potential upside of unifying its digital and physical retail operations. With Cdiscount’s market position and Octopia’s growth potential, the buyout positions Casino to capitalize on rising consumer demand for integrated shopping experiences.

Crucially, the transaction avoids diluting Casino’s equity or incurring debt, preserving financial flexibility for future investments. While the buyout price reflects Cnova’s struggles, the integration of its assets aligns with broader industry trends toward vertical integration—a move that could elevate Casino’s valuation in coming years. For now, the Dutch court’s approval marks not just an end to minority dissent, but a new chapter in Casino’s evolution as a digital-first retailer.