METRO : and EPGC sign agreement on delisting of METRO AG
B4B.DE
METRO AG and EP Global Commerce GmbH ("EPGC"), a holding company controlled by Daniel Křetínský, have signed an agreement regarding the delisting of METRO AG.
The Delisting Agreement reaffirms EPGC's and METRO AG's Management's joint commitment to the long-term implementation of METRO's sCore strategy and the related growth investments. EPGC and METRO have also agreed on other key items such as continuity regarding Management, corporate governance as well as, in principle, the scope of METRO AG's business activities. The agreement furthermore contains important stipulations safeguarding the rights of METRO's employees such as the commitment to maintaining the headquarter of METRO AG in Düsseldorf as well as a commitment to rules on co-determination and collective bargaining agreements. EPGC has undertaken not to implement a domination agreement for 18 months following the delisting unless METRO AG makes use of financing support by EPGC which EPGC has committed for a transitional period, to the extent this would be required for the implementation of the strategy.
The Delisting Agreement obliges EPGC to make a public tender offer for all outstanding shares of METRO AGand METRO AG's Management Board to file an application for the revocation of the admission of the METRO AG's shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange during the acceptance period of the Delisting Offer.
Consequently, EPGC today announced its decision to launch a public delisting acquisition offer (the "Delisting Offer") for the acquisition of all outstanding shares of METRO AGnot directly held by EPGC against payment of a cash offer price of EUR 5.33 per Ordinary Share and of EUR 5.33 per Preference Share.
The respective purchase price offered by EPGC for ordinary shares represents a significant premium over both the current stock exchange price and the volume weighted average stock exchange prices over the last three and six months which are a relevant factor for determining the legally required minimum price. At the same time, the Management Board and the Supervisory Board are of the opinion that the price does not fully reflect the long-term value potential of METRO AGunder the sCore strategy. The Management Board and the Supervisory Board of METRO AGwill comment on the adequacy of the offer price in the Reasoned Statement.
EPGC is METRO's largest shareholder holding a total stake of approx. 49.99% of METRO shares.
METRO's other anchor shareholders, BC Equities GmbH & Co. KGand Beisheim Holding GmbH as well as Palatin Verwaltungsgesellschaft mbH, understand EPGC's request for the Delisting. However, they entered into a non-tender agreement with EPGC, according to which they will not tender their shares in METRO into the Delisting Offer. Together, they represent approx. 24.99% of METRO's share capital and voting rights attached to METRO shares.
Next Steps:
The Delisting Offer will not be subject to any closing conditions and will not include a minimum acceptance threshold. It will be made pursuant to the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). Following approval by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period for the Delisting Offer will commence. Both is expected to take place in March. The Management Board and Supervisory Board of METRO will publish a Reasoned Statement once the offer document has been published. Furthermore, the Management Board of METRO has undertaken, subject to customary reservations, to apply for the delisting of the METRO shares during the acceptance period of the Delisting Offer.
The Management Board of Frankfurt Stock Exchange will decide on the application for revocation of the admission of the shares on the regulated market. Once the revocation delisting has taken effect, the shares of METRO will no longer be admitted to trading or traded on a domestic regulated market or a comparable market abroad.
The delisting from the regulated market will also terminate some of the comprehensive financial reporting obligations and capital market publication requirements of METRO.
EPGC has indicated that, following a delisting, it will seek a so-called taking private of METRO AG by way of implementing structural measures pursuant to stock corporation law.
METRO is a leading international food wholesaler which specialises in serving the needs of hotels, restaurants, and caterers (HoReCa) as well as independent resellers (Traders). Around the world, METRO has approx. 15 million customers who benefit from the wholesale company's unique multichannel mix: customers can purchase their goods in one of the large stores in their area as well as by delivery (Food Service Distribution, FSD) - all digitally supported and connected. In parallel, METRO MARKETS is being developed as an international online marketplace for the needs of professional customers which has been growing and expanding continuously since 2019. Acting sustainably is one of the company principles of METRO which has been listed in various sustainability indices and rankings, including MSCI, Sustainalytics and CDP. METRO operates in more than 30 countries and employs over 85,000 people worldwide. In financial year 2023/24, METRO generated sales of €31 billion.
More information can be found at MPULSE.de, our online magazine.
Disclaimer
Metro AG published this content on February 05, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on February 05, 2025 at 17:38:06.041.