Magazine Luiza S.A. (BOVESPA:MGLU3) entered into an agreement and plan of merger to acquire Netshoes (Cayman) Limited (NYSE:NETS) from Tiger Global Private Investment Partners V, L.P. and Tiger Global Private Investment Partners Vi, L.P managed by Tiger Global Management LLC, Marcio Kumruian, and others for $62.1 million on April 29, 2019. Under the terms, Magazine Luiza will pay $2 per share in cash for each share of Netshoes. As per the transaction, Netshoes will operate as a wholly owned subsidiary of Magazine Luiza. In the event of termination of the transaction, Netshoes is required to pay to Magazine Luiza a termination fee of $1.8 million. Magazine Luiza S.A. entered into an amendment agreement and plan of merger to acquire Netshoes (Cayman) Limited (NYSE:NETS) from Tiger Global Private Investment Partners V, L.P. and Tiger Global Private Investment Partners Vi, L.P managed by Tiger Global Management LLC, Marcio Kumruian, and others for $93.2 million on May 26, 2019. Magazine Luiza revised offer per share to $3. Magazine Luiza has entered into a voting and support agreement, with shareholders representing 47.9% of Netshoes' capital stock, pursuant to which, each such shareholder has agreed to vote all common shares beneficially owned by such shareholder in favor of the adoption of the agreement. Magazine Luiza S.A. entered into an amendment agreement and plan of merger to acquire Netshoes (Cayman) Limited (NYSE:NETS) from Tiger Global Private Investment Partners V, L.P. and Tiger Global Private Investment Partners Vi, L.P managed by Tiger Global Management LLC, Marcio Kumruian, and others for approximately $110 million on June 13, 2019. Magazine Luiza revised offer per share to $3.7. As a part of this amendment agreement, Netshoes is required to pay to Magazine Luiza a termination fee of $6 million. The transaction is subject to the satisfaction of certain conditions precedent, including, approval by two-thirds of the votes cast by the shareholders at a general meeting of Netshoes and approval by the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica – CADE). As a deal condition, the difference between current operating liabilities and current operating assets of Netshoes (Cayman) Limited, shall be no more than BRL 73.4 million (USD 0.02 million). As on May 10, 2019, the Board of Netshoes (Cayman) Limited unanimously approved the transaction and recommends shareholders to vote in favor of the transaction. Shareholder's meeting is scheduled on June 14, 2019. As of May 28, 2019, the Board of Directors of Netshoes unanimously approved the amendment agreement and recommended shareholders to vote in favor of transaction. The transaction was approved by Brazilian antitrust authority, Conselho Administrativo de Defesa da Concorrência – CADE, on May 22, 2019. As of June 13, 2019 the amended agreement, Netshoes Board has unanimously approved and subject to approval by shareholders of the Netshoes. As on June 14, 2019, the sahreholders of Netshoes approved of the transaction and as a result, all the conditions to the acquisition were fulfilled. Magazine committed to close the transaction on or before June 12, 2019. As of June 13, 2019, the deal is expected to get closed by June 19, 2019.

Goldman Sachs & Co acted as financial advisor for Netshoes. Grenfel S. Calheiros, Paulo Cardoso, Luiz F. Noronha, Todd Crider, Eduardo Camara, Kirsten Jensen, Usman Arain, Jeremy Bethel, Katharine Moir, Jacqueline Clinton, Tristan Brown, Alyssa Ohanian, and Marcela Robledo of Simpson Thacher & Bartlett LLP acted as legal advisor to Netshoes (Cayman) Limited. Fabiana Sakai, Scott Golenbock, Francisco Nuñez, Hannah Hwang, Marcella Gurgel, Catherine Chong, Ana Bueno, Max Goodman, Archan Hazra, Joel Krasnow, Kelly Bartley, Fiona Schaeffer, Nate Browand, Dan Perry and Nikki Nielson of Milbank LLP acted as legal advisors to Magazine Luiza S.A. J.P. Morgan acted as financial advisor to Magazine Luiza S.A. Georgeson LLC is acting as the proxy solicitor for Netshoes (Cayman) Limited. Sandim, Thiago; Minetto, João Paulo; Wanderley, Letícia; Carvalho, Gabriel; Secchi, Caio; Pugliese, Paola; Mundim, Milena; Harari, Fernanda and Canizares, Renato of Demarest Advogados and Charlie Pywell of Campbells acted as legal advisors for Netshoes.