Earlier today, Emperia Holding SA and Eurocash SA have concluded a Settlement and adopted amendments to the Investment Agreement of December last year. Under the terms of the Settlement, Eurocash has acquired shares in the companies operating as part of the Tradis Wholesale Group. The value of the transaction is PLN 1.096 billion. At the same time, on the date of the Settlement, the Arbitration Tribunal hearing the dispute over the Investment Agreement between Eurocash and Emperia discontinued arbitration proceedings.
“The conditions we were able to secure meet our expectations as well as being attractive for shareholders, clients, and business partners of the Emperia Trading Group. Eurocash has demonstrated a lot of flexibility that rendered the Settlement possible,” said Artur Kawa, Chairman of Management Board, Emperia Holding SA.
Under the terms of the deal, the following companies making up the Tradis Wholesale Group will be incorporated into Eurocash SA: Tradis Sp. z o.o., DEF sp. z o.o., Ambra Sp. z o.o., Detal Koncept Sp. z o.o., Euro Sklep SA, Drogerie Koliber Sp. z o. o., Partnerski Serwis Detaliczny SA, Gama Serwis Sp. z o.o., Lewiatan Holding SA, and the other PSH Lewiatan companies in which Emperia holds interests.
Under the Settlement, Emperia and Eurocash waived any mutual claims on the grounds of rescission of the Investment Agreement by Emperia and P1. The transaction also caused the expiry of the interim measures of protection granted by the Regional Court in Lublin by its ruling of 2 September 2011. In accordance with the Investment Agreement, the Stokrotka chain will be supplied by Eurocash for at least 18 months, with an option to extend.
Effective on 21 December 2011, the Management Board and Supervisory Board of Tradis Sp. z o.o. resigned, handing over management of the company to the new owner.
In the light of the conclusion of the Settlement and divestment of the Tradis Wholesale Group, Emperia cancelled its financial projections for 2011-2012 for the continuing operations. The Company will soon publish new projections.
Following the sale of the Tradis Group, the Emperia Trading Group is made up of Emperia Holding SA, Emperia Info Sp. z o.o., Infinite Sp. z o.o., Elpro Ekon Sp. z o.o. S.K.A., as well as Stokrotka Sp. z o.o., Maro Markety Sp. z o.o. and Społem Tychy Sp. z o.o.
At the same time, Emperia continues the auction process announced in late June, aimed at attracting an investor for the group’s retail business. The transaction covers the retail chains of Stokrotka and Delima, and Społem Tychy and Maro Markety, operating over 230 outlets among them throughout Poland.
“The negotiations with prospective investors, which—upon completion of the legal and financial due diligence of our subsidiaries—submitted final bids, have entered their final stage. The purpose of the talks currently underway is to agree the final terms of the transaction, including without limitation the provisions of the share purchase agreement, and elect the investor with which Emperia will conclude the conditional agreement. As initially announced, closing is scheduled to take place in the first quarter of 2012,” added Artur Kawa.