EQS-Adhoc: METRO AG and EPGC agree on delisting of METRO shares

METRO AG today entered into a delisting agreement with its majority shareholder EP Global Commerce GmbH („EPGC“), a holding company controlled by Daniel Křetínský, which holds approx. 49.99 percent of the voting rights in METRO AG. Thereunder, EPGC has undertaken to offer the shareholders of METRO AG to acquire all shares in METRO AG not yet held by EPGC for a cash consideration of in each case EUR 5.33 per tendered ordinary share and per tendered preference share as part of a delisting acquisition offer.

The delisting agreement provides that METRO AG will file an application for the revocation of the admission of the METRO AG shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange during the acceptance period of the delisting offer.

In the delisting agreement, EPGC undertakes vis-à-vis METRO AG to fully support the further implementation of its current sCore strategy. In addition, EPGC has made financing commitments over a transitional period, to the extent this would be required for the implementation of the strategy and the necessary financial means cannot be covered from other sources. Against the background of these provisions, the management board is of the opinion that the delisting is in the company's interest. The members of the supervisory board of METRO AG, at its meeting today, have taken approving note of the delisting agreement.

EPGC has indicated that, following a delisting, it will seek to take a METRO AG private by way of implementing structural measures pursuant to stock corporation law. METRO AG and EPGC have agreed in the delisting agreement that EPGC will not enter into a domination and/or profit and loss transfer agreement with METRO AG within the 18 months following the completion of the delisting, provided that METRO does not request financial support from EPGC.

Prior to the conclusion of the delisting agreement, METRO was informed that EPGC had reached an agreement with the two other major METRO shareholders, Meridian and Beisheim, according to which they will not tender their METRO shareholding to EPGC. As major shareholders, they will continue to support the long-term implementation of the sCore strategy. Further, EPGC, Meridian and Beisheim have concluded a shareholders' agreement, which shall become effective after completion of the delisting.

The management board and the supervisory board of METRO AG will review the offer document to be published by EPGC regarding the delisting acquisition offer and will issue a joint reasoned statement. The respective purchase price offered by EPGC for the 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. 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 AG based on the sCore strategy. The management board and the supervisory board of METRO AG will comment on the offer price in the reasoned statement.

The management of the Frankfurt Stock Exchange will decide on the application for the revocation of the admission of the shares to trading on the regulated market. Once the revocation becomes effective, 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.