The combination creates a new retail leader with revenues of approximately $16 billion.
François J. Coutu will continue to lead the Jean Coutu Group as its president.
François J. Coutu and Michel Coutu are appointed to METRO INC.’s board of directors.
Montréal, May 11, 2018 — METRO INC. (“METRO”) (TSX: MRU) announced today that it has completed the acquisition of The Jean Coutu Group (PJC) Inc. (the “Jean Coutu Group”). With this acquisition, the Jean Coutu Group becomes a wholly owned subsidiary of METRO, combining all its pharmacy operations.
“We are very proud to have acquired Quebec’s top player in the pharmacy sector. The combined entity will develop the full potential of our two banners, Jean Coutu and Brunet, in order to strengthen our market presence and better meet consumers’ needs. Together, we want to create a new retail leader offering consumers a food and pharmacy experience customized to their needs for years to come” said Eric La Flèche, METRO’s President and Chief Executive Officer.
François J. Coutu, who will continue to lead the Jean Coutu Group as its president, added: “We showcase popular major brands, known for their commitment to consumer health and well-being. Our operational efficiency will enable us to implement systems and processes, while ensuring that consumers receive high-quality, personalized service from our owner pharmacists.”
As stipulated in the definitive combination agreement signed in the fall of 2017, the Jean Coutu Group shareholders collectively received 25% of the acquisition price in the form of METRO shares (and the balance in cash) representing, in the aggregate, an approximate 11% equity interest in the Corporation. Shareholders holding 79% of the shares of the Jean Coutu Group elected to receive their consideration in shares of METRO. Pursuant to the proration mechanism, the Coutu family and its affiliated entities hold an approximate 8% equity interest in METRO following this transaction. François J. Coutu and Michel Coutu have been designated by the Jean Coutu Group to sit on METRO’s board of directors.
METRO expects to generate approximately $16 billion in revenues and over $1.3 billion in operating income before depreciation and amortization. METRO also expects that the combination will generate $75 million in annual cost reductions after three years. METRO expects the combination to contribute positively to earnings per share (adjusted for the amortization of intangibles resulting from the combination).
Each Jean Coutu Group shareholder who elected to receive his or her consideration in METRO shares will receive approximately 0.19 Metro common shares and $16.70 for each Jean Coutu Group share that he or she held, and each Jean Coutu Group shareholder who elected to receive his or her consideration in cash or who did not duly make an election as to consideration will receive $24.50 for each Jean Coutu Group share that he or she held. No fractional shares will be issued, and METRO will settle the fractional shares in accordance with the provisions of the combination agreement.
The Jean Coutu Group Shares
In view of the coming into effect of the acquisition of the Jean Coutu Group by METRO, the Jean Coutu Group has applied to have its class “A” subordinate voting shares delisted from the Toronto Stock Exchange and expects the shares to be delisted in a few days.
About METRO INC.
With annual sales of approximately $16 billion, METRO INC. is a leader in food and pharmaceutical distribution in Québec and Eastern Canada, where it operates or is the franchisor of a network of more than 600 food stores under several banners, including Metro, Metro Plus, Super C and Food Basics, as well as close to 700 drugstores primarily under the Jean Coutu, Brunet, Metro Pharmacy and Drug Basics banners, providing employment to 85,000 peop