DLA Piper has advised Meridian Foundation in Shareholder Agreement with EP Global Commerce for Metro AG Delisting.

DLA Piper, a leading global law firm, has advised Meridian Foundation, a founding shareholder of Metro AG, in relation to its shareholder agreement with EP Global Commerce (EPGC). This agreement will take effect following the planned delisting of Metro AG from the stock exchange.

Agreement Details: Metro AG and EP Global Commerce

The agreement between Metro AG and EP Global Commerce GmbH, a holding company led by Daniel Křetínský, outlines their commitment to proceed with the delisting of Metro AG. The Delisting Agreement emphasizes the mutual dedication of both parties to executing Metro’s sCore strategy and securing long-term growth investments.

The terms of the agreement include several key aspects aimed at ensuring the continued success of the company. These provisions cover the continuity of Metro AG’s Management, corporate governance practices, and the broader scope of the company’s operations. Notably, the agreement includes provisions designed to protect the rights of Metro’s employees, such as the decision to keep Metro AG’s headquarters in Düsseldorf and the commitment to co-determination rules and collective bargaining agreements.

Furthermore, EPGC has agreed not to pursue a domination agreement for 18 months following the delisting unless Metro AG opts for financial support from EPGC to facilitate the execution of the company’s strategy. This transition period, if needed, would support the implementation of the long-term goals outlined in the sCore strategy.

The Delisting Offer

EPGC has formally initiated a public delisting acquisition offer, or Delisting Offer, aimed at acquiring all the outstanding shares of Metro AG not already owned by EPGC. The offer proposes a cash payment of EUR 5.33 for each Ordinary Share and EUR 5.33 for each Preference Share of Metro AG.

The offer price for the ordinary shares is notably above the current market price and the volume-weighted average prices over the past three and six months—key metrics used to determine the legally mandated minimum price. Despite this premium, Metro AG’s Management Board and Supervisory Board believe the offer price does not fully reflect the company’s long-term value potential as laid out in the sCore strategy. Both boards will address the adequacy of the offer price in their Reasoned Statement.

Shareholder Response and Agreements

As the largest shareholder in Metro AG, EPGC holds approximately 49.99% of the company’s shares. Other major shareholders, including BC Equities GmbH & Co. KG, Beisheim Holding GmbH, and Palatin Verwaltungsgesellschaft mbH, have expressed their acknowledgment of EPGC’s Delisting Offer. However, these shareholders have entered into a non-tender agreement with EPGC, agreeing not to tender their shares in Metro AG as part of the delisting offer. Collectively, these shareholders hold about 24.99% of Metro AG’s share capital and voting rights.

DLA Piper’s Role

The legal team at DLA Piper, co-led by Dr. Roland Maaß (Capital Markets) and Andreas Füchsel (Private Equity/M&A), played a pivotal role in guiding the Meridian Foundation through the complexities of this shareholder agreement with EPGC. The team also included Dr. Gunne Bähr, Dr. Volker Lemmer, Juliane Poss, and Philipp Meyer Reichen—all contributing their expertise in Capital Markets and Private Equity/M&A matters to ensure the successful completion of this significant transaction.

METRO AG is a leading global food wholesaler, specializing in meeting the needs of hotels, restaurants, caterers (HoReCa), and independent resellers (Traders). Serving approximately 15 million customers worldwide, METRO offers a unique multichannel approach, allowing customers to shop in-store or via delivery through Food Service Distribution (FSD), all backed by digital support. Since 2019, METRO MARKETS, an international online marketplace, has been continuously expanding to cater to the professional market. Sustainability is at the core of METRO’s operations, and the company is recognized in various sustainability indices, including MSCI, Sustainalytics, and CDP. Operating in over 30 countries and employing more than 85,000 people, METRO generated €31 billion in sales in the 2023/24 financial year.

DLA Piper is a global law firm with a strong reputation for providing legal services across a broad spectrum of industries and sectors. With offices in more than 40 countries, the firm offers comprehensive legal solutions in areas such as corporate law, litigation, intellectual property, real estate, and regulatory matters. DLA Piper serves a diverse range of clients, including multinational corporations, governments, and individuals, delivering innovative and strategic advice. The firm is known for its collaborative approach, providing tailored legal expertise to address complex, cross-border issues while maintaining a commitment to exceptional client service.

Ross Kemp Joins 80th Anniversary VE Day Celebrations