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Amalgamation the Jean Coutu Group (Pjc)

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Amalgamation the Jean Coutu Group (Pjc) Please, read this document and the accompanying materials carefully. These materials are important and require your immediate attention. As a shareholder of The Jean Coutu Group (PJC) Inc., you have the right to vote your shares, either by proxy or in person, on a special resolution regarding the proposed amalgamation described herein with an entity to be incorporated which will be a direct wholly-owned subsidiary of Metro Inc. If you have any questions about these materials or the matters to which they refer, please contact your professional advisors. If you have any questions or require further information about the procedures for voting or completing your letter of transmittal and election form, please contact Computershare Trust Company of Canada, our transfer agent and depositary, at 1-800-564-6253 (toll-free in North America) or 514-982-7555 (collect calls not accepted) or by email at [email protected]. Shareholders in the United States should read the section "Notice to Shareholders in the United States" on page 2 of the accompanying management information circular. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. AMALGAMATION involving THE JEAN COUTU GROUP (PJC) INC. and an entity to be incorporated which will be a direct wholly-owned subsidiary of METRO INC. SPECIAL MEETING OF SHAREHOLDERS OF THE JEAN COUTU GROUP (PJC) INC. TO BE HELD ON NOVEMBER 29, 2017 Notice of special meeting of shareholders and Management information circular THE BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE AMALGAMATION IS IN THE BEST INTERESTS OF THE JEAN COUTU GROUP (PJC) INC. AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE AMALGAMATION RESOLUTION. LETTER TO SHAREHOLDERS October 26, 2017 Dear shareholders: The board of directors (the "Board") of The Jean Coutu Group (PJC) Inc. (the "Corporation" or "PJC") is pleased to invite you to attend a special meeting (the "Meeting") of the holders (the "Shareholders") of Class "A" Subordinate Voting Shares and Class "B" Shares (together, the "Shares") of PJC to be held on November 29, 2017 at the offices of Stikeman Elliott LLP, 1155 René-Lévesque boulevard West, suite 4100, conferences rooms Mont-Royal 1 and Mont-Royal 2, Montréal, Québec H3B 3V2, at 10:00 a.m. (Montréal time). At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving an amalgamation (the "Amalgamation") involving PJC, an entity to be incorporated which will be a direct wholly-owned subsidiary of Metro Inc. ("Metro Subco"), and any Qualifying Holdco (as such term is defined in the accompanying Information Circular (as defined below)) under Chapter XI of the Business Corporations Act (Québec) (the "QBCA"). On October 2, 2017, Metro Inc. ("Metro") entered into a combination agreement with PJC (the "Combination Agreement") pursuant to which Metro Subco agreed to amalgamate with PJC. The entity resulting from the Amalgamation ("Amalco") will continue as a wholly-owned subsidiary of Metro. Pursuant to the Amalgamation, the Shareholders of PJC may elect to receive, at the effective time of the Amalgamation, (i) one redeemable preferred share of Amalco, which will be redeemed immediately after the Amalgamation by Amalco in consideration for $24.50 in cash (the "Cash Consideration"), or (ii) 0.61006 common share of Metro (the "Share Consideration", and with the Cash Consideration, the "Consideration") for each Share held, as more fully described in the accompanying management information circular (the "Information Circular"). Among other things, the elections made by Shareholders will be subject to proration and rounding. Shareholders will receive, in the aggregate, cash in respect of 75% of the issued and outstanding Shares (or approximately $3.377 billion based on the issued and outstanding Shares as of October 24, 2017) and Metro common shares (the "Metro Shares") in respect of 25% of the issued and outstanding Shares (or approximately $1.126 billion based on the issued and outstanding Shares as of October 24, 2017). The Metro Shares issued to Shareholders in connection with the Amalgamation will be issued based on a reference price of $40.16 per Metro Share, representing the volume weighted average price of the Metro Shares for the 20 trading days ending September 26, 2017 (the day prior to the press release announcing that PJC and Metro were engaged in advanced discussions regarding a possible combination transaction). The acquisition of 100% of the equity of PJC represents a total Consideration of approximately $4.503 billion. The Consideration to be received by the Shareholders represents a premium of 15.4% to the volume weighted average price of the Class A Shares of PJC for the 20 trading days ending August 21, 2017 (the day prior to the execution of a non-binding letter of intent between Metro and PJC). Shareholders should review the accompanying notice of special meeting of Shareholders and Information Circular which describe, among other things, the background to the Amalgamation as well as the reasons for the determinations and recommendations of the special committee of four independent directors of PJC (the "Special Committee") and detail the recommendations of the board of directors of PJC (the "Board"). The Information Circular contains a detailed description of the Amalgamation, including certain risk factors relating to the completion of the Amalgamation and the combined entity, PJC and Metro. You should consider carefully all of the information in the Information Circular. If you require assistance, you are urged to consult your financial, legal, tax or other professional advisor. The Amalgamation is subject to certain closing conditions, including approval of a special resolution (the "Amalgamation Resolution") by at least two-thirds of the votes cast by the holders of Class A Shares and holders of Class B Shares, voting together as a single class, present in person or represented by proxy at the Meeting and entitled to vote and receipt of applicable regulatory approvals. Subject to those closing conditions being satisfied or waived (if permitted) and satisfying other customary conditions contained in the Combination Agreement, it is anticipated that the Amalgamation will be completed in the first half of 2018. Further details of the Amalgamation are set out in the accompanying Information Circular. 3958230 Canada Inc., 4527011 Canada Inc. and Fondation Marcelle et Jean Coutu (together, the "Coutu Shareholders") have entered into irrevocable support and voting agreements (the "Coutu Voting and Support Agreements") until June 4, 2018 pursuant to which they have agreed, inter alia, to irrevocably support the Amalgamation and vote all of their Shares in favour of the Amalgamation Resolution and against any other proposed transaction. The Coutu Voting and Support Agreements cannot be terminated in the event of a Superior Proposal. In addition, all of the directors and executive officers of PJC (other than Mr. Jean Coutu) who are Shareholders have entered into support and voting agreements pursuant to which they have agreed to support the Amalgamation and vote all of their Shares in favour of the Amalgamation Resolution. Consequently, Shareholders beneficially owning approximately 4,194,956 Class A Shares and 103,500,000 Class B Shares, representing together approximately 93.18% of the aggregate voting rights attached to the outstanding Shares, have agreed to vote their Shares in favour of the Amalgamation Resolution. The Board retained the services of National Bank Financial inc. ("NBF") as financial advisor to, among other things, provide an opinion as to the fairness, from a financial point of view, of the Consideration to be received by the Shareholders pursuant to the Amalgamation (the "NBF Fairness Opinion"). The Special Committee retained the services of TD Securities Inc. ("TD") as independent financial advisor to, among other things, provide an opinion as to the fairness, from a financial point of view, of the Consideration to be received by the Shareholders pursuant to the Amalgamation (the "TD Fairness Opinion"), and together with the NBF Fairness Opinion, the "Fairness Opinions"). The NBF Fairness Opinion and the TD Fairness Opinion are to the effect that, as at October 2, 2017 and October 1, 2017, respectively, and subject to the scope of review, analyses, assumptions, limitations, qualifications and other matters set forth therein, the Consideration to be received by the Shareholders pursuant to the Amalgamation is fair, from a financial point of view, to such Shareholders. On October 1, 2017, the Special Committee received the Fairness Opinions verbally and, after receiving legal and financial advice, unanimously recommended that the Board approve the Amalgamation and that the Shareholders vote in favour of the Amalgamation Resolution. The Board has received the fairness opinion of NBF and has unanimously (with the Coutu family abstaining from voting), after receiving legal and financial advice and the unanimous recommendation of the Special Committee, determined that the Amalgamation Resolution is in the best interests of the Corporation, and the Board unanimously recommends (with the Coutu family abstaining from voting) that the Shareholders vote FOR the Amalgamation Resolution. Your vote is important regardless of the number of Shares you hold. Whether or not you are able to attend the Meeting in person, you are urged to complete, sign, date and return the enclosed form of proxy (or voting instruction form if you are a non-registered Shareholder) so that your Shares can be voted at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with your voting instructions. Your votes must be received by PJC's transfer agent, Computershare Trust Company of Canada, no later than 5:00 p.m. (Montréal Time) on November 27, 2017 or, not less than 48 hours (other than a Saturday, Sunday or holiday) immediately preceding the date of the Meeting as it may be adjourned or postponed, at Computershare Trust Company of Canada, 100 University Avenue, 8th floor, Toronto, Ontario, Canada M5J 2Y1, or by fax at 1-888-249-7775 or 416-263-9524.
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