13:46:02 EDT Sun 28 Apr 2024
Enter Symbol
or Name
USA
CA



Alimentation Couche-Tard Inc
Symbol ATD
Shares Issued 147,766,540
Close 2017-10-11 C$ 60.03
Market Cap C$ 8,870,425,396
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Metro to sell majority of Couche-Tard shareholding

2017-10-11 16:46 ET - News Release

See News Release (C-MRU) Metro Inc

Mr. Francois Thibault of Metro reports

METRO ENTERS INTO AGREEMENTS TO SELL THE MAJORITY OF ITS HOLDING IN ALIMENTATION COUCHE-TARD

Metro Inc. and its wholly owned subsidiary, Metro Canada Holdings Inc., have entered into three separate agreements to realize the value of the majority of its holding in Alimentation Couche-Tard Inc.

Metro Holdings has agreed to sell to dealers led by National Bank Financial Inc. and BMO Capital Markets, as bookrunners, by way of a bloc trade bought deal, a total of 11,369,599 Class B subordinate voting shares of Couche-Tard at a price per share of $57.17 for proceeds of approximately $650-million. These shares represent approximately 2.7 per cent of the outstanding Class B subordinate voting shares of Couche-Tard and approximately 2 per cent when combined with the Class A multiple voting shares of Couche-Tard. This sale will be preceded by the conversion of 11,369,599 Class A multiple voting shares of Couche-Tard currently held by Metro Holdings into Class B subordinate voting shares, in accordance with Couche-Tard's articles.

Metro Holdings has also agreed to sell to CDP Investissements Inc. and CDPQ Marches Boursiers Inc., two wholly owned subsidiaries of Caisse de depot et placements du Quebec, by way of a private agreement, a total of 11,369,599 Class A multiple voting shares of Couche-Tard at a price per share of $57.17 for proceeds of approximately $650-million. These shares represent approximately 7.7 per cent of the outstanding Class A multiple voting shares of Couche-Tard and approximately 2 per cent when combined with the Class B subordinate voting shares of Couche-Tard.

The completion of the sales with the dealers and the Caisse's subsidiaries will occur within the next two business days. As a result of such sales, Metro and Metro Holdings will no longer be parties to the shareholder agreement relating to Couche-Tard.

Metro Holdings has also entered into a private agreement with Couche-Tard for the repurchase for cancellation of 4,372,923 Class B multiple voting shares of Couche-Tard at a price per share of $57.17 for proceeds of approximately $250-million. These shares represent approximately 1 per cent of the outstanding Class B subordinate voting shares of Couche-Tard and approximately 0.8 per cent when combined with the Class A multiple voting shares of Couche-Tard. The completion of this sale will occur on or before Nov. 7, 2017, and is conditional upon Couche-Tard obtaining from the Autorite des marches financiers of Quebec, on or prior to such date, an order exempting Metro Holdings from the requirements of Part 2 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids. This sale will be preceded by the conversion of 4,372,923 Class A multiple voting shares of Couche-Tard currently held by Metro Holdings into Class B subordinate voting shares, in accordance with Couche-Tard's articles.

Following the sales with the dealers and the Caisse's subsidiaries and the repurchase by Couche-Tard, Metro Holdings will remain the beneficial owner of 5,114,923 Class A multiple voting shares in the capital of Couche-Tard, representing approximately 3.9 per cent of all issued and outstanding Class A multiple voting shares in the capital of Couche-Tard and approximately 0.9 per cent when combined with the issued and outstanding Class B subordinate voting shares of Couche-Tard.

The after-tax net proceeds will be used to finance the previously announced business combination with The Jean Coutu Group (PJC) Inc. and to reduce Metro's committed bank facilities.

About Metro Inc.

With annual sales of over $12-billion, Metro, founded in 1947, is the only major Canadian food distribution company to have its head office in Quebec. Metro operates a network of almost 600 food stores under several banners, including Metro, Metro Plus, Super C and Food Basics, as well as over 250 drugstores under the Brunet, Metro Pharmacy and Drug Basics banners.

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