• Joint Reasoned Statement of the Management Board and the Supervisory Board of METRO AG (“METRO”) pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)
  • 15 October 2020, 11:55 - PDF 2.7 MB

 

  • EPGC did not discuss the Offer and it was was also not aligned or coordinated with METRO.
  • The Management Board and the Supervisory Board recommend to the METRO Shareholders not to accept the Offer. This notwithstanding, the Management Board and the Supervisory Board continue to be open to a constructive dialogue with the Bidder.
  • The Management Board and Supervisory Board are convinced that the Offer Prices of €8.48 per METRO Ordinary Share and €8.89 per METRO Preference Share significantly undervalue the company in terms of its earnings power and value prospects.
  • The complete explanation of the Management Board’s and the Supervisory Board’s recommendation to reject the Offer can be found in the Reasoned Statement pursuant to § 27 WpÜG
  • According to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), the Management Board and the Supervisory Board of the target company have to publish a Reasoned Statement on a public takeover offer in which they discuss the essential aspects of the offer and the consequences for the company.
  • The Management and Supervisory Board can issue a joint statement.
  • The Reasoned Statement must be published without undue delay, i.e. normally no later than 14 days after publication of the Offer Document.
  • In the past few years, METRO has undergone a comprehensive transformation process in which the company transformed from a conglomerate of different wholesalers and retailers into a leading and focused wholesale group.
  • In the 2019/20 financial year, METRO was able, despite the COVID-19 pandemic, to successfully complete the sale of a majority share in METRO China and of Real resulting in net cash proceeds of EUR 1.9 billion and a corresponding reduction of its debt. These transaction proceeds and a robust financial performance help strengthening METRO's balance sheet and provide a solid foundation for dividend continuity in the 2019/20 financial year.
  • METRO's strategy aims at achieving sustainable and profitable growth. Until the COVID-19 pandemic occurred, the like-for-like sales development of METRO Wholesale had been positive in year-on-year terms for six and a half years.
  • According to preliminary unaudited figures, METRO concluded the 2019/20 financial year at the upper end of guidance range for sales and EBITDA performance. This development is based on a further recovery of the HoReCa business in Q4 2019/20 in Germany, Western Europe and Asia. The positive sales development in Germany, Russia and Eastern Europe also contributed to the further stabilization in Q4 2019/20. In this context, especially the business in Russia has resumed its growth path following a strategic realignment and is gaining momentum. The business development is clear proof that the strategy pursued was the right choice and METRO expects to emerge from the pandemic stronger than it was before.
  • The Management Board and the Supervisory Board believe that, accordingly, the stock exchange prices of the METRO Shares are currently affected by the COVID-19 pandemic and do not adequately reflect the results of the successful strategy and transformation process and future potential.
  • Please understand that we cannot comment on this. According to the Takeover Law, it is the responsibility of the Executive Board and the Supervisory Board to comment on whether the price offered in the specific offer is appropriate.
  • After approval of BaFin the Offer document was published on 1 October 2020.
  • The Management Board and Supervisory Board of METRO have examined the Offer in detail and issued a detailed Reasoned Statement.
  • The acceptance period ends on 29 October 2020.
  • Meridian Stifung und Beisheim Holding, METRO's second largest shareholder group with together around 23% of the voting rights, had increased its stake in METRO following the last takeover bid in summer 2019.
  • Both shareholders announced on Monday, 14 September 2020, that they will not tender their shares in the EPGC voluntary public takeover offer. Please understand that we cannot comment on our shareholders beyond this.
  • Differently than in the past year EPGC announced that only the legal minimum price without a Premium is offered and the Offer is not to contain a minimum acceptance threshold.
  • In its press release of 13 September 2020, EPGC stated that the company intends to increase its stake in METRO AG to over 30 % through its voluntary public takeover offer in order to be able to act more flexibly in the future without having to make a mandatory offer.

Status: 15 October 2020


Voluntary takeover offer timeline

Illustrative timeline only - actual timing may be different