Metro Inc.
TSX : MRU

Metro Inc.

October 11, 2017 16:39 ET

Metro enters into agreements to sell the majority of its holding in Alimentation Couche-Tard

MONTREAL, QUEBEC--(Marketwired - Oct. 11, 2017) - Metro Inc. (Metro) (TSX:MRU) announces today that it and its wholly-owned subsidiary, Metro Canada Holdings Inc. (Metro Holdings), have entered into three separate agreements to realize the value of the majority of its holding in Alimentation Couche-Tard Inc. (Couche-Tard) (TSX:ATD:A)(TSX:ATD:B).

Metro Holdings has agreed to sell to dealers led by National Bank Financial Inc. and BMO Capital Markets, as bookrunners, by way of a bloc trade bought deal, a total of 11,369,599 Class B Subordinate Voting Shares of Couche-Tard at a price per share of $57.17, for proceeds of approximately $650 million. These shares represent approximately 2.7% of the outstanding Class B Subordinate Voting Shares of Couche-Tard and approximately 2.0% when combined with the Class A Multiple Voting Shares of Couche-Tard. This sale will be preceded by the conversion of 11,369,599 Class A Multiple Voting Shares of Couche-Tard currently held by Metro Holdings into Class B Subordinate Voting Shares, in accordance with Couche-Tard's articles.

Metro Holdings has also agreed to sell to CDP Investissements Inc. et CDPQ Marchés Boursiers Inc., two wholly-owned subsidiaries of Caisse de dépôt et placements du Québec, by way of a private agreement, a total of 11,369,599 Class A Multiple Voting Shares of Couche-Tard at a price per share of $57.17, for proceeds of approximately $650 million. These shares represent approximately 7.7% of the outstanding Class A Multiple Voting Shares of Couche-Tard and approximately 2.0% when combined with the Class B Subordinate Voting Shares of Couche-Tard.

The completion of the sales with the dealers and Caisse de dépôt et placements du Québec's subsidiaries will occur within the next 2 business days. As a result of such sales, Metro and Metro Holdings will no longer be parties to the shareholders' agreement relating to Couche-Tard.

Metro Holdings has also entered into a private agreement with Couche-Tard for the repurchase for cancellation of 4,372,923 Class B Multiple Voting Shares of Couche-Tard, at a price per share of $57.17, for proceeds of approximately $250 million. These shares represent approximately 1.0% of the outstanding Class B Subordinate Voting Shares of Couche-Tard and approximately 0.8% when combined with the Class A Multiple Voting Shares of Couche-Tard. The completion of this sale will occur on or before November 7, 2017 and is conditional upon Couche-Tard obtaining from the Autorité des marchés financiers of Quebec, on or prior to such date, an order exempting Metro Holdings from the requirements of Part 2 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids. This sale will be preceded by the conversion of 4,372,923 Class A Multiple Voting Shares of Couche-Tard currently held by Metro Holdings into Class B Subordinate Voting Shares, in accordance with Couche-Tard's articles.

Following the sales with the dealers and Caisse de dépôt et placements du Québec's subsidiaries and the repurchase by Couche-Tard, Metro Holdings will remain the beneficial owner of 5,114,923 Class A Multiple Voting Shares in the capital of Couche-Tard, representing approximately 3.9% of all issued and outstanding Class A Multiple Voting Shares in the capital of Couche-Tard and approximately 0.9% when combined with the issued and outstanding Class B Subordinate Voting Shares of Couche-Tard.

The after tax net proceeds will be used to finance the previously announced business combination with Le Groupe Jean Coutu (PJC) Inc. (Jean Coutu) and to reduce Metro's committed bank facilities.

Metro Inc.

With annual sales of over $12 billion, METRO INC. (TSX:MRU), founded in 1947, is the only major Canadian food distribution company to have its head office in Quebec. Along with its affiliates and franchisees, METRO INC. employs in Quebec and Ontario over 65,000 people, whose mission is to exceed their customers' expectations every day to earn their-long term loyalty. METRO INC. operates a network of almost 600 food stores under several banners including Metro, Metro Plus, Super C and Food Basics, as well as over 250 drugstores under the Brunet, Metro Pharmacy and Drug Basics banners.

FORWARD-LOOKING INFORMATION

We have used, throughout this press release, different statements that could, under regulations issued by the Canadian Securities Administrators, be construed as being forward-looking information. In general, any statement contained herein, which does not constitute a historical fact, may be deemed a forward-looking statement. Expressions such as "conditional", "will" and other similar expressions are generally indicative of forward-looking statements.

These forward-looking statements do not provide any guarantees as to the future performance of the Corporation and are subject to potential risks, known and unknown, as well as uncertainties that could cause the outcome to differ significantly. An economic slowdown or recession, or the arrival of a new competitor, are examples described under the "Risk Management" section of the 2016 Annual Report which could have an impact on these statements. We believe these statements to be reasonable and pertinent as at the date of publication of this press release and represent our expectations. The Corporation does not intend to update any forward-looking statement contained herein, except as required by applicable law.

Contact Information

  • Metro Inc.
    Francois Thibault
    Executive Vice-President, Chief Financial Officer
    and Treasurer
    514 643-1003
    fthibault@metro.ca