UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2019

Commission File Number 001-38055

NETSHOES (CAYMAN) LIMITED

(Exact name of registrant as specified in its charter)


The Cayman Islands		98-1007784
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

Rua Vergueiro 961, Liberdade

01504-001 São Paulo, São Paulo, Brazil

+55 11 3028-3528

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐ No ☒

Netshoes Announces ~~Amendment~~Receipt of Revised Centauro Offer and that the Netshoes Board Is Unable in the Available Time to Reach a Determination as to the ~~Merger~~Centauro ~~Agreement~~Offer and Reaffirms Recommendation for a Transaction with Magazine Luiza

~~Netshoes~~The ~~(Cayman)~~information ~~Limited~~included ~~(NYSE:~~in ~~NETS)~~this ~~announces~~Current ~~that~~Report iton ~~has~~Form ~~entered~~6-K ~~into~~(“Form a6-K”) ~~second~~is ~~amendment~~expressly toincorporated ~~the~~by ~~Agreement~~reference ~~and~~into ~~Plan~~the ofInformation ~~Merger~~Statement, dated ~~April~~June 293, 2019 ~~and amended on May 26~~, ~~2019,~~furnished by ~~and among~~ Netshoes, ~~Magazine Luiza S.A.~~ (~~“Magalu”~~Cayman) ~~and~~Limited ~~its subsidiary~~ (~~as amended from time to time, the~~ “~~Merger Agreement~~Netshoes”) towith ~~increase~~ the ~~Per Share Merger Consideration (as such term is defined in the Merger Agreement) from US$3~~U.~~00 to US$3~~S.~~70,~~ Securities and toExchange ~~increase~~Commission ~~the amount of that certain Company Termination Payment~~ (asSEC ~~such~~Accession ~~term~~No. ~~is defined in the Merger Agreement~~001292814-19002121) ~~from US$1,800,000 to US$6,000,000~~ (the “~~Amendment~~Information Statement”).

~~The~~Netshoes ~~Amendment~~(Cayman) ~~was~~Limited ~~executed~~(NYSE: ~~after~~NETS) ~~careful~~announces ~~review~~that ~~and~~it ~~consideration,~~has byreceived ~~the~~at ~~Board~~6:53 ofp.m. ~~Directors~~and of11:00 ~~Netshoes~~p.m. (~~the~~São ~~“Netshoes~~Paulo ~~Board”~~time), ~~of (i) a revised unsolicited proposal received~~ on June 1113, 2019 further revised unsolicited proposals 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$34.7010 for each share, ~~and~~ (~~ii) Magalu’s proposed amendments to~~ the ~~Merger~~“Centauro ~~Agreement, as set forth in the Amendment~~Offer”).

~~The~~As previously announced, on June 13, 2019 Netshoes ~~Board~~entered ~~has~~into ~~unanimously~~a ~~approved~~second ~~(with~~amendment to the ~~abstention~~Agreement and Plan of ~~Mr.~~Merger, ~~Marcio~~dated ~~Kumruian~~April 29, 2019 and amended on ~~advice~~May of26, ~~counsel~~2019, by and among Netshoes, Magazine Luiza S.A. (“Magalu”) ~~the~~and ~~Amendment~~its subsidiary (as amended from time to time, the “Merger Agreement”) ~~and~~to ~~unanimously~~increase ~~reaffirms~~the ~~its~~Per ~~recommendation~~Share ~~(with~~Merger ~~the~~Consideration ~~abstention~~(as ofsuch ~~Mr.~~term ~~Kumruian~~is ondefined ~~advice~~in ofthe ~~counsel~~Merger Agreement) ~~that~~from ~~Netshoes’~~US$3.00 ~~shareholders~~to ~~vote~~US$3.70, inand ~~favor~~to ofincrease the ~~transactions~~amount ~~contemplated~~of bythat ~~the~~certain ~~Merger~~Company ~~Agreement.~~Termination InPayment ~~reaching~~(as ~~this~~such ~~determination,~~term is defined in the ~~Netshoes~~Merger ~~Board~~Agreement) ~~took~~from ~~into~~US$1,800,000 ~~account:~~to US$6,000,000.

~~(1)~~The Centauro Offer addresses several of the ~~increase~~Company’s principal concerns with its earlier offers, including by providing a R$120 million bridge loan available upon execution of a merger agreement with Centauro and by Centauro assuming certain anti-trust risks. There remain, however, contractual provisions that would require negotiation to assure greater protection to the Company in view of the ~~Per~~longer ~~Share~~timeframe ~~Merger~~that ~~Consideration;~~would be required to execute a transaction with Centauro. Furthermore, while Centauro has sought to address these concerns through a liquidity facility, there is continued uncertainty as to the duration of the anti-trust review process, which creates risk to the Company in view of its severe liquidity constraints. Had Centauro extended its latest offers earlier, the Board of Directors of Netshoes (the “Board”) would have benefitted from time to engage with Centauro to seek to evaluate the offers and address any remaining concerns.

~~(2)~~Due to the ~~high~~receipt ~~degree~~ of ~~certainty~~the ofCentauro Offer on the ~~completion~~evening before the scheduled shareholders’ meeting, the Board has determined, in consultation with its financial and legal advisors, that, regardless of the higher price offered by Centauro, as compared to the price to be paid by Magalu under the Merger ~~with~~Agreement, ~~Magazine~~the ~~Luiza~~Board onis orunable, ~~prior~~in the insufficient time available, to ~~June~~reach 19a determination as to whether the Centauro Offer could reasonably be expected to constitute, ~~2019~~result in or lead to a Superior Proposal (~~subject~~as such term is defined in the Merger Agreement). Although the Centauro Offer represents a 9.75% increase in Per Share Merger Consideration, the timing of the Centauro transaction, including as to ~~approval~~shareholder byapprovals and anti-trust approvals, remains uncertain. Furthermore, the Merger Agreement contains a “force the vote” provision that restricts the Company’s ability to adjourn the shareholders’ of meeting without Magalu’s consent. Magalu has advised the Company);’s representatives that it will not agree to a second adjournment of the shareholders’ meeting.

~~(3)~~In light of the ~~final~~aforementioned, ~~approval~~the ofNetshoes Board advises its shareholders to consider the ~~Magazine~~information ~~Luiza~~available ~~acquisition~~in ~~previously~~casting ~~granted~~its byvote and unanimously reaffirms (with the ~~Brazilian~~abstention ~~antitrust~~of ~~authority;~~Mr. Marcio Kumruian on advice of counsel) in accordance with the Merger Agreement, its recommendation in favor of the Magalu transaction.

(4) that any potential transaction between the Company and Centauro would involve calling a new shareholders meeting and review by Brazilian antitrust authorities, leading to delay and uncertainty; and

(5) that it is in Netshoes’ shareholders’ best interest to secure a transaction with a closing just a few days away given the previously disclosed pressures on Netshoes operating cash flow and financial condition.

In light of the aforementioned, the board of directors determined that it continues to be in the best interest of the shareholders of Netshoes to vote in favor of the resolutions authorizing the Merger Agreement and for Netshoes to consummate the transaction with Magazine Luiza.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


Netshoes (Cayman) Limited

By:		/s/ Marcio Kumruian
Name:		Marcio Kumruian
Title:		Chief Executive Officer

Date: June 13, 2019

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