After the successful completion of the analysis phase, the planned demerger of METRO GROUP into two independent, strong and stock-listed retail companies is taking concrete shape: the necessary details with regard to corporate law, tax law and the respective capital structure of the two entities were clarified. Today, the Management Board of METRO AG, after completion of the reviews, has decided to start with the preparations required for a demerger of METRO GROUP. The Supervisory Board approved the plans on the occasion of an extraordinary meeting held on Monday. Effective from 30 September, the group will be split into two organisationally separate entities on a pro-forma basis.
“In the past months we have intensively analysed the planned split of our group into two strong and focussed trading companies”, said Olaf Koch, Chairman of the Management Board of METRO AG. “Now, we are creating the first important prerequisites and will implement the according actions. With the organisational separation, we are taking the first major step towards creating a leading international Wholesale and Food Specialist as well as the European market leader for Consumer Electronics products and services. The developments of the past few months have confirmed our belief that these two entities with hardly any operational overlaps and synergies will be even more successful when operating independently”.
Technically, the group split is achieved by spinning off and separate the Wholesale and Food business (METRO Cash & Carry and Real) as well as other related entities and business activities such as logistics, IT and real estate. The remaining group activities will essentially comprise the roughly 78% majority shareholding in Media-Saturn as well as other affiliated companies.
At the same time, the following key personnel decisions for both new entities are intended: Jürgen B. Steinemann is to retain his mandate as Chairman of the Supervisory Board of METRO AG for the future Wholesale and Food Specialist Group and Jürgen Fitschen, member of the Supervisory Board of METRO AG since 2008, is to assume the office of Chairman of the Supervisory Board of the future Consumer Electronics company.
In parallel, METRO GROUP defined the business strategies for the two future entities and also developed clear capital and tax structures for them. The demerger concept was already aligned with the tax authorities. It is expected, that both groups will maintain the “investment grade” rating. An increase in the capital stock of METRO AG is not planned. To strengthen the capital base of the Consumer Electronics company, a 10% shareholding in the Wholesale and Food business is envisaged. In the same way, almost all existing financial liabilities of the group are to be assumed by the Wholesale and Food company. “The new capital structure will give both entities the necessary stability and scope for further growth. Both companies will be endowed with sufficient liquidity”, said Olaf Koch.
