Daniel Kretínský and Patrik Tkác made a voluntary public takeover offer to acquire remaining 89.9% shares of Metro AG from Haniel Finance Deutschland GmbH, Ceconomy AG (DB:CEC) and others for 5.2 billion.
The transaction is subject to customary closing conditions, including minimum acceptance threshold of atleast 67.5% of all ordinary shares, 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 by European Commission and/or the competent authorities in the Member States of the European Commission and by the competent authorities in Russia, Serbia, Turkey, Ukraine and United States. Offerors entered into an irrevocable undertaking with Haniel Finance Deutschland GmbH pursuant to which on July 18, 2019, Haniel undertook to accept the offer for all of its 15.2% for Metro ordinary shares. If the offerors received a valid acceptance from at least 95% shareholders, then offerors will acquire the remaining stake via compulsory acquisition, which will result in de-listing of Metro. As on June 23, 2019, Management Board of METRO strongly believes that the offer undervalues the company and advice shareholders not to take action. As of July 24, 2019, the management and supervisory board of Metro AG reject the offer stating that it is undervalued and recommended the shareholders to take no action. As of July 10, 2019, Daniel Kretínský and Patrik Tkác commences the offer. The offer will expire on August 7, 2019. As per the offer document, The offer might be extended under various circumstances and The additional acceptance period will presumably begin on August 13, 2019 and end on August 26, 2019. As of August 9, 2019, Management Board and the Supervisory Board of METRO noted that minimum acceptance threshold of 67.5% was not reached.
Achim Herfs, Benjamin Leyendecker, Daniel Borg and Neel Sachdev of Kirkland & Ellis acted as legal advisors for EP Global Commerce, holding Company of Daniel Kretínský and Patrik Tkác. Andreas Austmann, Christoph Stadler, Hendrik Bockenheimer, Christian Strothotte, Sonnhild Draack and Carsten Schapmann of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB acted as legal advisors for Metro. Bank of America Merrill Lynch, BNP Paribas, J.P. Morgan and Goldman Sachs acted as financial advisors for Metro. Berner Fleck Wettich acted as legal advisor for the supervisory Board of metro AG. Majid Ishaq of N M Rothschild & Sons Limited and Kai Tschoeke and Manuel Hoffmann of Rothschild GmbH provided fairness opinion to the supervisory Board of Metro. Rothschild Frankfurt acted as financial advisors for Metro. UBS acted as exclusive financial advisor to Meridian Foundation and Beisheim Holding.