11 février 2016
Communiqué de presse

Procédure de retrait obligatoire portant sur les actions de Metro International S.A. sous la Loi Retrait Rachat (uniquement en anglais)

Communiqué de presse 16/08

This press release follows “press release 15/55” published by the CSSF on 18 December 2015, “press release 15/40” published by the CSSF on 14 September 2015, “press release 15/31” published by the CSSF on 6 July 2015, and “press release 15/26” published by the CSSF on 18 June 2015. It concerns the mandatory squeeze-out procedure initiated by Kinnevik Media Holding AB (hereafter the “Majority Shareholder”) and relating to the class A and class B shares of METRO INTERNATIONAL S.A. (hereafter the “Company” or “Metro”). This mandatory squeeze-out procedure is governed by the provisions of the law of 21 July 2012 on mandatory squeeze-out and sell-out of securities of companies currently admitted or previously admitted to trading on a regulated market or having been offered to the public (hereafter the “Squeeze-Out/Sell-Out Law”).

Considering that:

– On 22 April 2015, the Majority Shareholder published its decision to exercise its right of mandatory squeezeout on the class A and class B shares of the Company in accordance with Article 4(3) of the SqueezeOut/Sell-Out Law;

– On 4 May 2015, the Majority Shareholder published, in accordance with Article 4(5) of the SqueezeOut/Sell-Out Law, the proposed prices of SEK 0.90 per class A share and SEK 0.94 per class B share of the Company as well as a first valuation report prepared by KPMG Luxembourg, société cooperative (hereafter “KPMG”), concerning these securities; and

Further to the opposition to the Majority Shareholder’s squeeze-out project made by at least one minority shareholder of the Company, a second valuation report dated 11 December 2015 has been submitted to the CSSF by Grant Thornton Sweden AB (hereafter “Grant Thornton”) acting as the second independent expert appointed by the CSSF in accordance with the provisions of Article 4(7) of the Squeeze-Out/Sell-Out Law.

The above-mentioned first and second valuation reports as drawn up by KPMG and Grant Thornton, respectively, are available at the following addresses:

First valuation report:

http://www.metro.lu/assets/Final-MISA-Valuation-Report_2015.05.04.pdf

http://www.kinnevik.se/Documents/Pdf/Metro/%5bFinal%5d%20MISA%20Valuation%20Report_2015.05.04.pdf

Second valuation report:

http://www.metro.lu/assets/Second-Expert-Valuation-Report-METRO-WEBSITE.pdf

http://www.kinnevik.se/Documents/Pdf/Metro/Second%20Valuation%20Report%20KINNEVIK%20WEBSITE.PDF

Based upon the CSSF’s review of the first and second valuation reports as drawn up by KPMG and Grant Thornton , respectively, and for the purposes of the determination of the fair price per class A share and the fair price per class B share of Metro, the CSSF has particularly taken into account the below considerations:

– Both KPMG and Grant Thornton have made their valuation of the class A and class B shares of Metro on the bases of various objective and adequate valuation methods in accordance with Article 4(5) of the Squeeze-Out and Sell-Out Law;

– Both experts have come to identical conclusions as regards the fair prices of the class A shares and class B shares of Metro by considering that the fair price is SEK 0.90 per class A share and SEK 0.94 per class B share;

– The transaction price approach as applied by KPMG has been considered by the CSSF as the most adequate valuation method for the purposes of the determination of the fair prices of Metro’s shares, in particular, in light of the significant transactions concerning its share capital undertaken in the recent past; and

– The position of Metro’s board of directors dated 15 May 2015 which, by unanimous decision of its members, indicated that the proposed prices of SEK 0.90 SEK per class A share and SEK 0.94 per class B share reflect fair prices of the company’s class A shares and class B shares.

On the basis of the above considerations, the CSSF has decided that, in accordance with Article 4(7) of the SqueezeOut/Sell-Out Law, the fair prices of the Metro shares are:

SEK 0.90 per class A share

SEK 0.94 per class B share 

In accordance with Article 4(7) of the Squeeze-Out/Sell-Out Law, the CSSF has notified its decision to the Majority Shareholder and to the Company.

The Majority Shareholder and the Company shall, respectively, make public and communicate as soon as possible the information on the final payment date and payment conditions in relation to the squeeze-out procedure in accordance with the provisions of Article 4(7) of the Squeeze-Out/Sell-Out Law.