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

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By Ted Liu

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