Emperia Holding S.A. and Eurocash S.A. signed an arrangement and amended the investment agreement from last December. Pursuant to the arrangement, Eurocash purchased shares in companies from the distribution group Tradis. The transaction was valued at PLN 1.096 billion. At the same time, on the date on which the arrangement was signed, the Arbitration Tribunal presiding over the dispute that arose between Eurocash and Emperia in connection with the investment agreement has closed the arbitration proceedings.
"The terms that we agreed are in line with our expectations and are attractive for Emperia Group's shareholders, clients and partners. Eurocash showed a lot of flexibility, making today's arrangement possible," said Artur Kawa, CEO Emperia Holding S.A.
Under the transaction, Eurocash S.A. will acquire the following companies from the distribution group Tradis: 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, along with other PSH Lewiatan companies, where Emperia held shares.
Pursuant to the signed arrangement, Emperia and Eurocash cross-indemnified one another as regards circumstances connected with a declaration by Emperia and P1 on termination of the investment agreement. Together with the transaction, collateral provided to the District Court in Lublin pursuant to a resolution of 2 September 2011 was released. Based on the investment agreement, the Stokrotka chain will continue to be supplied by Eurocash for at least 18 months, with an option to extend cooperation.
On 21 December 2011, the current Management Board and Supervisory Board of Tradis Sp. z o.o. resigned, transferring the management of the company to the new owner.
As a result of the arrangement and sale of the distribution group Tradis, Emperia cancelled the financial guidance for its continuing operations for 2011-2012. The company will publish a new forecast soon.
Following the transaction to sell the Tradis Group companies, the following entities comprise Emperia Group: Emperia Holding SA, Emperia Info Sp. z o.o., Infinite Sp. z o.o., Elpro Ekon Sp. z o.o. S.K.A., along with 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 at the end of June, aimed at selecting an investor for the Group's retail segment. The contemplated transaction covers the following store chains: Stokrotka, Delima, Społem Tychy and Maro Markety, who together have over 230 locations throughout Poland.
"We are finalising discussions with investors who, after legal and financial due diligence of our retail companies submitted binding purchase offers. The aim of the discussions is to determine the final transaction terms, including the content of the sale agreement and selection of the entity with which Emperia will enter into a conditional agreement. As previously announced, the transaction closing is planned for H1 2012, added Artur Kawa.
Information about Emperia Group:
With operations spanning the entire country, Emperia has been a vital fixture of the Polish retail market since 1990. The Group's operations are coordinated by the WSE-listed Emperia Holding S.A.
The retail segment comprises supermarkets located in residential developments, mini-centres and shopping galleries. Typical locations range from 200 to 1 400 sqm and feature 4 000 - 10 000 assortment items, including groceries, beauty products, household cleaners and alcoholic beverages, as well as fresh products: baked goods, hams, fruits and vegetables. The stores also feature local products, made in the regions where the chain is present.
Emperia Group's supermarket division consists of Stokrotka, Delima, Maro Markety and Społem Tychy locations. Emperia is currently in the process of selecting an investor for the retail segment via an auction. Transaction closing will take place in Q1 2012.
The property division is responsible for Emperia Group's properties. The segment invests exclusively in facilities such as supermarkets, cash&carry locations, distribution centres and mini shopping galleries. It manages Emperia's properties, procures new locations and executes development projects.
Emperia Group has received a number of awards and recognitions, including the "Pearl of Polish Equity Market 2009," placing 7th in the ranking by the business daily Parkiet. In the Financial Gazette's list of the "500 Largest Companies in Poland," Emperia came in at 30th, while placing 39th in Puls Biznesu's ranking "Stock Market Companies of the Year 2009." Emperia is ranked 36th in Rzeczpospolita's "500 List" and 31st in the Polityka 500 ranking for 2009. The Group placed 2nd in the TOP 50 FMCG retail ranking and 3rd in the list of the 50 best companies in Polish retail, run by Detal Dzisiaj. In 2010, Tradis, Emperia Group's distribution company, received an award from Polish buyers - the "Golden Receipt" in the category "FMCG distribution leader." The Stokrotka chain received the Client's Golden Laurel award in the category "Domestic supermarket chain."