Metro to sell Couche-Tard shares to CDPQ, public and Couche-Tard for $1.55B

Metro Inc. (TSX: MRU) through its wholly-owned subsidiary, Metro Canada Holdings Inc. has entered into three separate agreements to divest majority of its holding in Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B) for approximately $1.55 billion.

Metro Holdings has agreed to sell to CDP Investissements Inc. and CDPQ Marchés Boursiers Inc., two wholly-owned subsidiaries of Caisse de dépôt et placements du Québec (CDPQ), by way of a private agreement, a total of 11,369,599 Class A Multiple Voting Shares of Couche-Tard at $57.17 per share for proceeds of approximately $650 million.

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 $57.17 per share for proceeds of approximately $650 million. 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.

The completion of the sales with the dealers and Caisse de dépôt et placements du Québec’s subsidiaries will occur within the next 2 business days. As a result of such sales, Metro and Metro Holdings will no longer be parties to the shareholders’ 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 Subordinate Voting Shares of Couche-Tard, at a price per share of $57.17, for proceeds of approximately $250 million. The completion of this sale will occur on or before November 7, 2017 and is conditional upon Couche-Tard obtaining from the Autorité des marchés 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.

Metro Canada Holdings currently holds 32,227,044 Class A Multiple Voting Shares (21.81% of the class). Following the sales with the dealers and Caisse de dépôt et placements du Québec’s subsidiaries and the repurchase by Couche-Tard, Metro Holdings will remain the beneficial owner of 5,114,923 Class A Multiple Voting Shares, representing approximately 3.9% of all issued and outstanding Class A Multiple Voting Shares.

Currently, Alain Bouchard (39.03%), Jacques D’Amours (21.67%), Richard Fortin (11.09%), Réal Plourde (4.51%), and Metro (21.81%) collectively control 98.12% of Class A Multiple Voting Shares.

Following the transactions, Alain Bouchard (43.69%), Jacques D’Amours (24.25%), Richard Fortin (12.42%), Réal Plourde (5.05%), Metro (3.87%) and CDPQ (8.61%) will conllectively control 97.90% of Class A Multiple Voting Shares.

photo credit: Alimentation Couche-Tard


Ted Liu

Ted Liu, M.Sc. (Mining Enginering), MBA (Finance), is the Editor of Private Capital Journal and the former Editor of Canadian Private Equity. Ted has been passionately tracking Canadian private capital industry since 1992, most recently served as Research Director for Canadian Venture Capital and Private Equity Association (CVCA) from 2013 to 2016.

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