METRO GROUP prepares demerger into two independent, strong wholesale and retail groups (news with additional features)

2016. március 30., szerda, 08:48

DGAP-Media / 30.03.2016 / 08:48

- Creation of two independent, stock-listed companies as market leaders in
their respective sectors
- Separation of METRO GROUP into a Wholesale and Food Specialist group, and
a Consumer Electronics group
- Both companies with improved focus, quicker decision making processes,
more flexibility and improved operational efficiency
- CEO Koch: "The creation of two independent companies would be the logical
next step in the transformation of our business towards more growth,
customer centricity and entrepreneurship."
- Aimed for completion until mid-2017

*** Press conference to be held today in Düsseldorf ***

Düsseldorf, March 30, 2016 - The Management Board of METRO AG is preparing
the creation of two independent and sector focused companies through a
demerger of the group: A Wholesale and Food Specialist group, as well as a
Consumer Electronics products and services group. Both entities would
become individually stock-listed, with their own distinct profile,
Management and Supervisory Boards. The aim would be to give each of the
companies and their respective management full control over their corporate
strategies. This will further increase customer focus, accelerate growth of
the businesses, simplify structures and improve time-to-market and
operational excellence. Moreover, both entities would be able to
independently pursue acquisition and partnership strategies, enabling them
to define their own expansion strategies.
Management and Supervisory Boards will make a decision on the contemplated
demerger of METRO GROUP after a period of intensive consultation and
review. Should ongoing assessments prove to be positive and the
shareholders vote in favor, the implementation of the demerger is aimed for
mid-2017.

"Over the past years, we have successfully revitalized our core businesses
while significantly strengthening our group balance sheet," said Olaf Koch,
CEO of METRO AG. "Both our Wholesale and Food Specialist business as well
as our Consumer Electronics business have continued to commercially
improve, are on a steady successful path and are best-equipped for an
independent future. Our shareholders would effectively own two well
positioned market leaders, both of whom are increasingly focusing on their
respective business areas and are generating more value for customers,
employees and business partners."

The demerger would see METRO AG separated into two independent businesses:
A Wholesale and Food Specialist group (comprising METRO, MAKRO and their
associated entities as well as Real) and a Consumer Electronics products
and services group (comprising Media-Saturn and its portfolio of strong
formats and brands). The two businesses currently have very limited
operational overlap and very limited synergies.

Subject to the approval of the respective Supervisory Boards, it is
intended that the Wholesale and Food Specialist entity would be run by Olaf
Koch, currently CEO of METRO AG, while the Consumer Electronics group would
be headed by Pieter Haas, currently member of the Management Board of METRO
AG and CEO of Media-Saturn. Other board positions have yet to be decided.
The implementation of the demerger is targeted by mid-2017, subject to
customary approvals. METRO AG"s anchor shareholders Haniel,
Schmidt-Ruthenbeck and Beisheim support the intention of METRO AG"s
Management Board for a demerger into two independent companies.

Jürgen Steinemann, Chairman of the Supervisory Board of METRO AG, said: "I
feel very strongly that a split into two independent and focused businesses
would be in the best interest of all stakeholders, as it would facilitate a
significant opportunity for faster and more profitable growth. Having
discussed it in great depth, I fully support the initial results of the
review conducted by the Management Board."

The demerger would be executed through a spin-off of METRO Cash and Carry,
Real and other related businesses and services companies from current METRO
AG, which would subsequently fully focus on the consumer electronics sector
under a new company name. This would enable both entities to strengthen
their focus on the initiated transformation and innovation programs, while
pursuing corporate development into significantly broadened spheres. It
would also make the distribution and utilization of investment capital in
both of the new entities clearer.

It is envisaged that METRO AG shareholders would receive shares in both
companies in proportion with their existing holdings. Following final
decisions by the Management Board and the Supervisory Board, shareholders
would be invited to a General Meeting in order to discuss and vote on the
proposed demerger. An analysis of current company structure, governance,
growth opportunities, legal and tax consequences and financial aspects has
shown that, from a shareholder perspective, the proposed demerger would be
commercially beneficial.

The creation of two independent organizations has been made possible by the
successful transformation of METRO GROUP and its business segments over the
past few years. METRO Cash & Carry has delivered ten consecutive quarters
of like-for-like growth and improving earnings, despite a challenging
environment. Media-Saturn has achieved six consecutive quarters of
like-for-like growth, an all-time high market share and strong earnings in
the last fiscal year. Both businesses now have strong financial profiles
and significant growth as well as value potential. Recent successes have
been achieved through a strong customer focus and continued efforts to
tailor the business models to local requirements. With the sale of GALERIA
Kaufhof in 2015 and various other changes in the portfolio such as the sale
of METRO Cash & Carry Vietnam and Real International over the past years,
focus on METRO AG"s core businesses has been enhanced, and the group"s
balance sheet strengthened, preparing the grounds for such a change.

METRO GROUP will hold a press conference today at 12:30 p.m. at the "Melia"
Hotel in Düsseldorf (Inselstraße 2, 40479 Düsseldorf). It will also be
broadcasted live via the METRO GROUP homepage www.metrogroup.de


METRO GROUP is one of the most important international retailing companies.
It generated sales of some EUR59 billion in financial year 2014/15. The
company operates over 2,000 locations in 29 countries and employs more than
220,000 people. The performance of METRO GROUP is based on the strength of
its sales brands, which act independently on the market: METRO/MAKRO Cash &
Carry, the international leader in the self-service wholesale trade; Media
Markt and Saturn, the European market leader in consumer electronics
retailing; and Real hypermarkets.

More information at www.metrogroup.de


End of Media Release

+++++
Additional features:

Document: http://n.eqs.com/c/fncls.ssp?u=YEPUGFNFFM
Document title: METRO GROUP prepares demerger into two independent, strong
wholesale and retail groups

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Issuer: METRO AG
Key word(s): Industry

30.03.2016 Dissemination of a Press Release, transmitted by DGAP - a service
of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Language: English
Company: METRO AG
Metro-Straße 1
40235 Düsseldorf
Germany
Phone: +49 (0)211 6886-1936
Fax: +49 (0)211 6886-3759
E-mail: investorrelations@metro.de
Internet: www.metrogroup.de
ISIN: DE0007257503, DE0007257537, Weitere: www.metro.de/investor
relations
WKN: 725750, 725753, Weitere: www.metro.de/investor relations
Indices: MDAX
Listed: Regulated Market in Dusseldorf, Frankfurt (Prime
Standard); Regulated Unofficial Market in Berlin, Hamburg,
Hanover, Munich, Stuttgart; Terminbörse EUREX


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