Press Release
- EPGC has entered into a delisting agreement with METRO AG today
- Cash offer price expected to be EUR 5.33 per METRO Share representing an attractive premium over both the current share price as well as the three- and six-month volume weighted average share price
- EPGC fully supports the METRO Management Board and the current sCore strategy
Grünwald, February 5, 2025 – Today, EP Global Commerce GmbH (“EPGC”), a holding company controlled by Daniel Křetínský, entered into a delisting agreement with METRO AG (“METRO” or the “Company”) and announced its decision to launch a public delisting acquisition offer (the “Delisting Offer”) for the acquisition of all outstanding no-par value ordinary shares (ISIN DE000BFB0019, “Ordinary Share”) and all outstanding no-par value preference shares (ISIN DE000BFB0027, “Preference Share”) of METRO (together, the "METRO Shares") not directly held by EPGC against payment of a cash offer price of EUR 5.33 per METRO Share.
The cash offer price represents a premium of approx. 38.98% to the XETRA closing share price of the Ordinary Shares of METRO on February 4, 2025. Additionally, it represents a premium of approx. 30.57% to the volume-weighted average share price for the Ordinary Shares over the past three months and 23.54% over the past six months. The cash offer price for the Preference Shares is also well above the XETRA closing share price of the Preference Shares on February 4, 2025, and the volume-weighted average share price of the Preference Shares over the past three and six months. The Delisting Offer is therefore a unique opportunity for the METRO shareholders to monetize their shares with an attractive premium to the prevailing market price.
Delisting supports METRO’s long-term strategic direction
EPGC has been a major shareholder and trusted partner of METRO for many years. The aim of the delisting is to enable METRO to better pursue its long-term transformation goals, to further implement its current sCore strategy and to return to profitability and free cash flow generation.
Daniel Křetínský, founder and one of the ultimate shareholders of EPGC, said: “As a long-term strategic investor in METRO AG we fully support the Management Board lead by Dr. Steffen Greubel and their transformation effort. Delisting is a logical step that reflects the current difficult situation of METRO as publicly listed company expected to deliver on short term results while implementing the long-term sCore strategy. EP Group welcomes signing of the delisting agreement with METRO AG and is committed together with the management team to transform the company into successful food and non-food wholesaler with high quality products and services for its customers.”
Management Board and Supervisory Board of METRO support the transaction
The Management Board of METRO is of the opinion that the delisting is in the best interest of the company and its stakeholders. The members of the Supervisory Board of METRO, at its meeting today, have taken approving note of the delisting agreement.
EPGC undertakes to respect all existing arrangements regarding employees and their trade unions in place. Similarly, the composition of the Supervisory Board of METRO and its responsibilities will not change because of the Delisting Offer. Following completion of the delisting, EPGC intends to pursue a so-called taking private strategy of METRO through further structuring measures. EPGC and METRO have agreed in the delisting agreement that EPGC will not enter into a domination and/or profit and loss transfer agreement with METRO within the next 18 months, unless METRO makes use of financial support from EPGC. Subject to the outcome of the Delisting Offer, EPGC will consider implementing a squeeze-out of METRO's minority shareholders.
Anchor shareholders ensure future cooperation
EPGC is currently METRO's largest shareholder holding a total stake of 180,026,758 Ordinary Shares (representing approx. 49.99% of all Ordinary Shares and voting rights in METRO) and 322,419 Preference Shares. METRO's other anchor shareholders, BC Equities GmbH & Co. KG and Beisheim Holding GmbH (together “Beisheim”) as well as Palatin Verwaltungsgesellschaft mbH (“Meridian”) represent in total 24.99% of all Ordinary Shares and voting rights in METRO. Seeking to continue supporting the transformation process and the sCore strategy of METRO in their role as longstanding shareholders, Beisheim and Meridian entered into a non-tender agreement with EPCG, according to which they will not tender their shares. Further, after the completion of the delisting, a shareholders' agreement between EPGC, Meridian and Beisheim will become effective.
Delisting Offer details
The Delisting Offer will not be subject to any conditions and otherwise be made on and subject to the terms and conditions set out in the offer document, which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such approval by BaFin, the offer document will be published in accordance with the German Stock Exchange Act (Börsengesetz) and the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Delisting Offer will commence. The offer document (once available) and other information relating to the offer will be published on the following website: www.epgc-offer.com
During the acceptance period METRO AG will file with the Frankfurt Stock Exchange the application for the revocation of the admission of the shares to trading on the regulated market. The revocation is expected to become effective upon the end of the acceptance period. Thereafter, the METRO AG shares will no longer be admitted to trading and will no longer be traded on a domestic regulated market or a comparable market abroad.
About EP Global Commerce
EP Global Commerce (EPGC) is an acquisition entity controlled by Daniel Křetínský. It was founded in April 2016 and is headquartered in Prague. EPGC currently owns 49.99% of the ordinary shares and voting rights in METRO AG.
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