Emperia Holding signed an investment agreement with MAXIMA GRUPĖ

Based on the investment agreement MAXIMA GRUPĖ is obliged to announce a tender offer for 100% of shares in Emperia Holding at a price of PLN 100 per share. The Lithuanian investor was selected in an open and competitive process. The Management Board of Emperia Holding considers the agreed terms of the transaction as attractive for shareholders. The Management Board of Emperia Holding believes new investor will further accelerate growth of the Company.

On November 23rd, 2017 Emperia Holding S.A. (“Emperia” or the “Company”) signed an investment agreement with MAXIMA GRUPĖ, UAB (“MAXIMA”). On that basis MAXIMA will announce, on November 24th, 2017 a tender offer for 100% of shares in the Company at a price of PLN 100 per share. The agreement finalizes the process of selection of a strategic investor for the Company initiated in May this year.

Artur Kawa and Jarosław Wawerski, members of the Supervisory Board, believe that the execution and implementation of the investment agreement between the Company and MAXIMA dated November 23rd, 2017 is attractive to the Company’s shareholders, and therefore support the effecting of the transaction. Concurrently, IPOPEMA 72 FIZAN and ALTUS 29 FIZ signed commitments to respond to the tender offer with respect to shares representing in aggregate c. 21% of the share capital of Emperia.

Dariusz Kalinowski, CEO of Emperia, said: “MAXIMA was selected as a strategic investor for Emperia in an open and competitive process. We believe MAXIMA is an ideal match for us, an investor that will support further growth of the Company”.

„MAXIMA is an entity which is financially strong and which holds a powerful position on the Baltic market and is also present on some of the significant European markets. Emperia will be a growth platform for MAXIMA on the Polish market. In 2017, Stokrotka, our chain, will open a record-breaking number of stores, and it is planned that 100 new stores will be opened in 2018. Thanks to the new investor, Stokrotka will be able to expand even faster not only due to the organic growth of the chain itself, but also through mergers and acquisitions.  Stokrotka will also continue to implement its strategy through already existing formats. Thanks to the new investor Stokrotka will also be able to play a material role in consolidating still very much dispersed retail market in Poland. The new investor does not only mean the influx of capital, but also transfer of experience and know-how from European markets” – Dariusz Kalinowski added.

Petras Jašinskas, Chairman of MAXIMA, said: “Stokrotka, the retail arm of Emperia, is a leading supermarket brand in Poland, and we believe there is a potential to develop the business further by capitalizing on its strong foundations. The Company also owns an attractive portfolio of real estate properties. MAXIMA is excited about Emperia’s prospects and the opportunity to increase our exposure to the growing Polish food retail market. We will support the Company in executing strategic initiatives, including roll out of new stores, further countrywide expansion and selective add-on acquisitions”.

The price to be offered in a tender offer represents a 29.1% premium to the closing price on May 8th, 2017, the day preceding Emperia’s announcement on starting the search for an investor, a 6.5% premium to today’s closing price and respectively 9.4% and 14.4% premium to 3- and 6-month volume-weighted averages.

Tender offer is subject to customary anti-trust approval and certain other conditions, including 66% acceptance threshold and successful voting on amendment of the Company’s articles of association.

Rothschild acted as a sole financial advisor to Emperia in the transaction. Greenberg Traurig Grzesiak acted as legal advisor and PwC provided vendor reports.

MAXIMA is advised by Vienna Capital Partners and Oaklins M&A Baltics who both act as financial advisors, CMS who acts as a legal advisor and EY who supported investor in financial and tax due diligence.

Emperia, which was established in 1990, is a capital group and an operator of a leading and independent store chain under Stokrotka brand. Having 410 stores, the Company holds approximately 20% of the market of proximity supermarket stores located in housing estates, mini shopping centers and shopping malls. In 2016, Emperia generated PLN 2,451 million of consolidated income and EBITDA of PLN 111 million. Emperia employs approximately 8,200 people. The Company is listed on the Warsaw Stock Exchange since 2002.

http://emperia.pl/en

MAXIMA GRUPĖ UAB is a holding company encompassing Maxima retail chains (in Lithuania, Latvia and Estonia), T-MARKET (in Bulgaria), ALDIK (in Poland) and Barbora, an on-line grocery store. In 2016, the Company’s consolidated turnover amounted to EUR 2,693 million. MAXIMA GRUPĖ UAB employs approximately 31,000 people.

http://www.maximagrupe.eu/en   

Further information:

Mariusz Skowronek, tel. +48 698 612 866, e-mail: mskowronek@tauber.com.pl

Andrzej Kazimierczak, tel. +48 660 254 132, e-mail: akazimierczak@tauber.com.pl

 

Disclaimer:

This material is for informational purposes only. Neither this material nor any part hereof shall be deemed an offer or proposal to subscribe for sale or purchase or otherwise acquire or dispose of any securities, in particular, shares in Emperia Holding S.A. (“Company”). This material shall not be construed as a recommendation regarding any securities of the Company or members of the Company capital group.

 

The detailed information on the signing of the investment agreement between the Company and MAXIMA GRUPĖ, UAB (the „Investor”) („Investment Agreement”) was disclosed by the Company in the form of a current report in accordance with Article 17 Section 1 of the Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

 

A tender offer for the sale of all shares of the Company, in accordance with Article 74 Section 1 of the Act of 29 July 2005 on Public Offerings, the Conditions for Introducing Financial Instruments to an Organized Trading System, and Public Companies (the “Offering Act”), shall be announced by the Investor in the manner set forth in the Offering Act.

Neither the Company nor any of its subsidiaries, professional advisors or any other related entities shall be held accountable for any damages resulting from the use of this material or part thereof, or its contents or in any other manner in connection with this material.