Wholesale giant Metro has signed an agreement for the delisting of Metro AG with EP Global Commerce GmbH (EPGC), a holding company controlled by Daniel Křetínský.
The delisting agreement aligns with EPGC and Metro management’s joint commitment to the long-term implementation of the sCore strategy and the related growth investments, the company noted.
Delisting from the regulated market will also terminate some of the comprehensive financial reporting obligations and capital market publication requirements.
Following a delisting, EPGC has indicated that it will seek a so-called taking private of Metro AG by way of implementing structural measures pursuant to stock corporation law.
The Agreement
EPGC and Metro have 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 company added.
The agreement contains 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.
Moreover, EPGC will not 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.
Delisting Offer
As part of the agreement, EPGC will make a delisting offer to all shareholders of Metro and offer a price of €5.33 per 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.
EPGC holds approximately 49.99% of Metro's shares, making it the largest shareholder.
Other anchor shareholders include BC Equities GmbH & Co. KG and Beisheim Holding GmbH and Palatin Verwaltungsgesellschaft mbH, which collectively represent around 24.99% of Metro's share capital.
Next Steps
Metro noted that the delisting offer will not be subject to any closing conditions and will not include a minimum acceptance threshold.
Following approval by BaFin (German Federal Financial Supervisory Authority), 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.
The management board of Frankfurt Stock Exchange will decide on the application for revocation of the admission of the shares on the regulated market, Metro added.
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.
