029 Group SE

M&A Activity • Jun 21, 2019

News Details

Takeover Bids | 21 June 2019 20:59

Takeover Offer;

Target company: METRO AG; Bidder: EP Global Commerce VI GmbH

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Announcement of the decision to make a

voluntary public takeover offer (freiwilliges öffentliches

Übernahmeangebot)

pursuant to Section 10 para. 1 and 3 in connection with Sections 29 para. 1

and 34 of the

German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

Bidder:

EP Global Commerce VI GmbH

c/o LKC Kemper Czarske v. Gronau Berz GbR

Forstweg 8

82031 Grünwald

Germany

registered with the commercial register of the local court of Munich,

Germany, under HRB 249468

Target:

METRO AG

Metro-Straße 1

40235 Düsseldorf

Germany

registered with the commercial register of the local court of Düsseldorf,

Germany, under HRB 79055

Ordinary bearer shares: WKN BFB001 / ISIN DE000BFB0019

Preference bearer shares: WKN BFB002 / ISIN DE000BFB0027

On 21 June 2019, EP Global Commerce VI GmbH (the ‘Bidder’), a holding

company controlled by Daniel Křetínský, who is acting in concert with

Patrik Tkáč, has decided to make a voluntary public takeover offer

(freiwilliges öffentliches Übernahmeangebot) to the shareholders of METRO

AG (the ‘Company’) for the acquisition of all non-par value ordinary bearer

shares in the Company (ISIN DE000BFB0019), each share representing a

proportionate amount of EUR 1 of the share capital of the Company, (the

‘METRO Ordinary Shares’) against payment of a cash offer price of EUR 16.00

per METRO Ordinary Share, and of all non-par value non-voting preferred

bearer shares in the Company (ISIN DE000BFB0027), each share representing a

proportionate amount of EUR 1 of the share capital of the Company, (the

‘METRO Preference Shares’, and, collectively with the METRO Ordinary

Shares, the ‘METRO Shares’) against payment of a cash offer price of EUR

13.80 per METRO Preference Share (the ‘Offer’). The Offer will be subject

to a minimum acceptance threshold which will be sufficient in the view of

the Bidder to secure approval of a domination and profit and loss transfer

agreement with the Company after settlement of the Offer, certain merger

control clearances, and other customary conditions.

Today, the Bidder entered into an irrevocable undertaking with Haniel

Finance Deutschland GmbH (‘Haniel’) pursuant to which Haniel undertook to

accept the Offer for all of its METRO Ordinary Shares (in total 54,726,393

METRO Ordinary Shares, corresponding to approx. 15.20% of all outstanding

METRO Ordinary Shares and voting rights of the Company, and approx. 15.07%

of the share capital of the Company) (the ‘Irrevocable Undertaking’). The

Irrevocable Undertaking qualifies as an ‘instrument’ pursuant to Section 38

of the German Securities Trading Act (Wertpapierhandelsgesetz WpHG). In

connection with the execution of the Irrevocable Undertaking, the existing

option arrangement with Haniel dated 24 August 2018 was amended.

Furthermore, EP Global Commerce II GmbH, a person acting jointly with the

Bidder within the meaning of Section 2 para. 5 WpÜG, today has submitted

the exercise notice for a certain call option for the acquisition of

19,410,956 METRO Ordinary Shares (i.e., approx. 5.39% of all outstanding

METRO Ordinary Shares and voting rights of the Company, and approx. 5.35%

of the share capital of the Company) and 267,796 METRO Preference Shares

(i.e., approx. 9.0% of all outstanding METRO Preference Shares, and approx.

0.07% of the share capital of the Company) from MWFS Zwischenholding GmbH &

Co. KG, an affiliate of CECONOMY AG, pursuant to a share purchase and

option agreement dated 20 September 2018.

The offer document for the Offer (in the German language and a non-binding

English translation thereof) and other information relating to the Offer

will be published on the internet at https://www.epglobalcommerce.com.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares in the Company. The Offer itself as well as its terms

and conditions and further provisions concerning the Offer will be set out

in the offer document in detail after the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has

approved the publication of the offer document. Investors and holders of

shares in the Company are strongly advised to thoroughly read the offer

document and all other relevant documents regarding the Offer upon their

availability since they will contain important information.

The Offer will exclusively be subject to the laws of the Federal Republic

of Germany and certain applicable provisions of securities law of the

United States of America. Any agreement that is entered into as a result of

accepting the Offer will be exclusively governed by the laws of the Federal

Republic of Germany and is to be interpreted in accordance with such laws.

Grünwald, 21 June 2019

EP Global Commerce VI GmbH

End of WpÜG announcement

The 21.06.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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