Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

On June 21st, German retailer <a href="https://www.smartkarma.com/entities/metro-ag" target="_blank" data-smartkarma-citation="entities:21673:1" rel="noopener">METRO AG (MEO GR)</a> <a href="https://www.epglocom.com/wp-content/uploads/20190621_press_release-10wpug_final_englisch.pdf" target="_blank" rel="noopener">received</a> an all-cash takeover offer from EP Global Commerce which is an investment vehicle controlled by Czech billionaire Daniel Kretinsky, at an offer price of €16.00 per ordinary share and €13.80 per preference share of Metro AG. The offer values Metro AG at an Enterprise Value of €8.8 Bn. The bidder initially started building a stake in Metro AG in August 2018 where they acquired a 10.9% stake spurring takeover speculation in the market and a subsequent rise in the share price. As a result, they have claimed in their <a href="https://www.epglocom.com/wp-content/uploads/20190621_press_release-10wpug_final_englisch.pdf" target="_blank" rel="noopener">offer announcement</a> that the offer price "contains a premium of 34.5 percent on the unaffected share price level," referring to the price level in August 2018.That is an extraordinarily generous framing of the bid, which won't fly with many holders.The board of Metro AG has <a href="https://www.metroag.de/en/investors" target="_blank" rel="noopener">claimed</a> that the offer "substantially undervalues the company and does not reflect its value creation plan" noting the offer price only reflects a thin premium of 3% over its pre-announcement closing price on 21st June. Furthermore, the board has said that it will "comprehensively comment on this unsolicited offer once the full offer document is available."The offer is conditional on satisfying a minimum acceptance threshold of 75% which will enable the acquirer to implement a 'domination and profit and loss agreement'. The bidder already has control over 31.5% of the target's shares either directly or indirectly through its own stake, call options, and irrevocable undertakings to accept.

On June 21st, German retailer METRO AG (MEO GR) received an all-cash takeover offer from EP Global Commerce which is an investment vehicle controlled by Czech billionaire Daniel Kretinsky, at an offer price of €16.00 per ordinary share and €13.80 per preference share of Metro AG. The offer values Metro AG at an Enterprise Value of €8.8 Bn. The bidder initially started building a stake in Metro AG in August 2018 where they acquired a 10.9% stake spurring takeover speculation in the market and a subsequent rise in the share price. As a result, they have claimed in their offer announcement that the offer price "contains a premium of 34.5 percent on the unaffected share price level," referring to the price level in August 2018.That is an extraordinarily generous framing of the bid, which won't fly with many holders.The board of Metro AG has claimed that the offer "substantially undervalues the company and does not reflect its value creation plan" noting the offer price only reflects a thin premium of 3% over its pre-announcement closing price on 21st June. Furthermore, the board has said that it will "comprehensively comment on this unsolicited offer once the full offer document is available."The offer is conditional on satisfying a minimum acceptance threshold of 75% which will enable the acquirer to implement a 'domination and profit and loss agreement'. The bidder already has control over 31.5% of the target's shares either directly or indirectly through its own stake, call options, and irrevocable undertakings to accept.

Germany

Metro AG operates retail stores and markets products over the Internet.  The Company operates cash and carry stores, supermarkets and hypermarkets, consumer electronics stores, department stores, theme stores, and online sales services.

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METRO AG (MEO GR)

METRO Move May Mean More

On June 21st, German retailer METRO AG (MEO GR) received an all-cash takeover offer from EP Global Commerce which is an investment vehicle...

Travis Lundy

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