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17 December 2009 SPECIAL SITUATION REPORT 09 June 2016 Metro (MEO GY) Demerger terms Demerger 1 MEO GY = 1 C&C + 1 MSH Announced demerger: At end of March 2016 Metro announced its demerger into Metro Group two separate listed entities planned by mid-2017. The two separated companies would be a food retailer (C&C) and a consumer Country Germany electronics retailer (MSH) company. Metro IR confirmed to us that each Metro shareholder would receive one Bloomberg MEO GY share in each of the separated companies. Sector Food & Drug Stores The key rationale behind the demerger is the following: Share price (€) 29.53 Removal of the conglomerate discount; Potentially higher valuation multiples of the two separate entities; Market cap (€m) 9,004 The two independent entities potentially becoming takeover targets. Free float % ~47 Key risks before demerger Approvals: Transaction requires management board, supervisory board, and AGM approvals. The key approval appears to be the AGM approval where 75% of the vote cast is needed – confirmed by MEO IR. Timing: Completion is aimed for mid-2017. IR confirmed to us that completion means the newly listed company will be available for trading. IR told us they would not comment on timeline in more detail. Index composition: Metro is currently a member of MDAX. Based on our highly Metro Price Chart conservative assumptions, both companies are likely to remain part of MDAX; however the new entity has to go through the entry process. Our assumption has been confirmed by MEO IR. We assumed: i) no upside to the demerged parties, ii) net debt will be broken up based on EV ratios of 3:1 (C&C:MSH), iii) current share prices of other MDAX components. Structuring net debt: in theory the structuring of the net debt should not influence the end result of the post-demerger values of the companies, however in an extreme scenario MSH could be at the risk of falling out of MDAX. Tax-losses carried forward: C&C (MCC and Real) piled up multi-billion euros of tax losses, by taking advantage of existing, albeit off-balance tax-losses carried forward. Status CFO Frese said that certain unspecified amounts of existing tax-losses carried forward might be lost during the spin-off process. Demerger announcement on 30 March 2016 The existing level of tax-losses carried forward (corporate tax losses of €8,027m, trade tax losses of €7,865m; non-capitalised because “realisation of the assets in the short-to medium term is not expected”). Key issues post-demerger Author Conglomerate discount: We estimate that there is hardly any conglomerate Gabor Kokosy discount therefore there is unlikely to be any significant upside from a discount Event Driven Analyst collapse. [email protected] Potential M&A targets: In our view, the main potential upside post-demerger is +36 1 888 0532 (direct line) one (or both) of the independent Metro entities becoming a potential M&A target. Based on recent events in the industry (Darty/Fnac/Steinhoff battle), this is more Krisztian Szentessy likely to be the MSH business. However, we also highlight that more than 20% of [email protected] the MSH business is held by the founder, Erich Kellerhals, who might not be open to a sale. Tomas Stanay [email protected] Precedent transactions: Based on recent European precedent transactions, we believe that the conglomerate discount may not collapse before the demerger Gabor Szabo, CFA process. [email protected] IGR view Muhammad Daniyal We are skeptical of Metro’s businesses performance meeting analysts’ expectations. [email protected] Accordingly, we believe that without a turnaround in Metro’s business in the coming quarters there is lack of visibility why market players would value Metro’s businesses at a higher multiple in two separated companies. Chain Bridge Research The only upside to the current situation is if one or both of the demerged companies becomes a takeover target, however the more attractive business, 100 Wall Street, 20th Floor MSH, may face ownership hurdles in such a situation. New York, NY 10005 We believe a second potential trading strategy is trading on a potential Tel (UK): +44 207 570 0322 common/pref discount collapse although the IR confirmed to us that a decision hasn’t been made yet with regard to the share structure. Tel (New York): +1 212 796 5769 Pref shares are currently trading at a ~10% discount to common shares. We believe that if the pref-common structure won’t be collapsed the downside for a position long MEO3 (pref) short MEO (common) is somewhat limited given that the ratio has hardly changed after the announcement of the demerger. lack of Metro pref liquidity. We believe the main incentive collapsing the pref/ordinary structure is that it could simplify the independent entities’ capital structure. CHAIN BRIDGE RESEARCH Please read the important disclosures and disclaimers at the end of this report Metro Demerger 09/06/2016 Part 1: Present Situation Company structure Capital Structure: ■ Metro has 324,109,563 ordinary shares and 2,677,966 preference shares outstanding. o Free float is 50.13% and 100% respectively. ■ The preference shares of METRO AG exclude voting rights. But preference shareholders receive a higher dividend (detailed in the Company Description section). Announcement METRO GROUP prepares demerger into two independent listed groups: ■ Wholesale and Food Specialist group (C&C’s and Real), with annual revenues of ~€37bn. ■ Consumer Electronics group (Media-Saturn-Holding), with annual revenues of ~€22bn Corporate structure after the demerger ■ Metro AG owns a 78.38% stake in Media-Saturn-Holding GmbH, with the founder Erich Kellerhals owning the remaining 21.6% of the entity. ■ Metro now plans to spin off MCC, Real and Metro Properties into a new entity. Current Metro shareholders would continue to hold 78.38% of outstanding common shares in MSH. Shareholder structure after the demerger ■ Metro IR confirmed to us that each shareholder of Metro will receive one share in each of the separated companies. Key conditions Company approvals ■ Transaction requires management board, supervisory board and AGM approvals ■ The key approval appears to be the AGM approval where 75% of the votes cast is needed – confirmed by MEO IR. ■ MEO IR also confirmed that pref shareholders cannot vote on the demerger. Third party approvals ■ Metro will apply for admission of the spun-off entity to be trading on the regulated market segment of the Frankfurt Stock Exchange. The timeline of the listing is less than 1 month by precedent transactions. ■ After the shareholder vote and filing with the German Commercial Registers, the demerger becomes effective. Timeline ■ Completion is aimed for mid-2017. IR confirmed to us that completion means newly listed company will be available for trading. IR told us they would not comment on timeline in more detail. ■ Based on precedent transactions, filings and shareholder vote have to be in place 1-3 months before the targeted completion. Precedent transactions timeline based on German demergers Deal Announce Date Ex Date Days to Target Name Seller Name Type complete SPIN 15/10/2001 07/06/2002 235 Aareal Bank AG DEPFA Bank PLC SPIN 03/04/2003 06/10/2003 186 Hypo Real Estate Holding AG UniCredit Bank AG SPIN 06/10/2004 31/01/2005 117 LANXESS AG Bayer AG SPIN 07/12/2012 08/07/2013 213 OSRAM Licht AG Siemens AG Source: Bloomberg, IGR Next steps ■ Vote on spinoff at the extraordinary general meeting. There is no definite deadline after the EGM for the demerger becoming effective. ■ Entering in the German Commercial Register. ■ Apply for listing on the Frankfurt Stock Exchange. Recent update - preparations on track ■ Spin-off preparations on track: project management implemented & up and running; advisor set-up completed ■ No red flags identified since announcement ■ Transaction requires management board, supervisory board and AGM approvals; completion is still aimed for mid-2017 CHAIN BRIDGE RESEARCH 2 Metro Demerger 09/06/2016 Rationale Strategic ■ Spin-off of Wholesale and Food Specialist group from current METRO AG creates two independent, strong sector leaders ■ Removal of the conglomerate discount ■ Potentially higher valuation multiples of the two separate entities ■ The two independent entities potentially becoming takeover targets after the demerger. Dyssynergies ■ Metro has long been penalized because of its complex structure with few synergies between its business units. Cons ■ Certain unspecified amounts of existing tax-losses carried forward might be lost ■ We believe that the removal of the conglomerate discount and higher valuation multiples are questionable based on our valuation Assumptions ■ We assumed that net debt will be pro-rated based on EV ratios however to assure that MSH will remain listed in MDAX one may argue in favor a somewhat higher net debt for C&C given that C&C will have a significantly higher equity value than MSH. ■ For the final post-demerger value of the companies the exact distribution of the net debt is irrelevant unless it is significantly skewed towards one of the new companies. Key risks pre-demerger Index composition ■ Metro is currently a member of MDAX. Based on our highly conservative assumptions it appears that both companies are likely to be remain part of MDAX, however the new entity has to go through the entry process. The assumption was confirmed by MEO IR. ■ We assumed o no upside to the demerged parties o net debt will be broken up based on EV ratios of 3:1 (C&C:MSH) o current share prices of other MDAX components ■ Structuring net debt: in theory the structuring of the net debt should not influence the end result of the post-demerger value of the companies, however in an extreme scenario MSH could be at the risk of falling out from MDAX.
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