EP Global Commerce GmbH signed an agreement to acquire remaining 50.01% stake in Metro AG (XTRA:B4B) from BC Equities GmbH & Co. KG, Beisheim Holding GmbH, Palatin Verwaltungsgesellschaft Mbh and others for approximately ?960 million on February 5, 2025. As part of consideration, cash offer price of ?5.33 per equity share and ?5.33 per Preference Share will be paid by EP Global Commerce GmbH. Upon completion, EP Global Commerce GmbH will own 100% stake in Metro AG. The Delisting Agreement obliges EPGC to make a public tender offer for all outstanding shares of METRO AG and METRO AG?s Management Board to file an application for the revocation of the admission of the METRO AG?s shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange during the acceptance period of the Delisting Offer. METRO's other anchor shareholders, BC Equities GmbH & Co. KG and Beisheim Holding GmbH as well as Palatin Verwaltungsgesellschaft mbH, understand EPGC?s request for the Delisting and have entered into a non-tender agreement with EPGC, according to which they will not tender their shares in METRO into the Delisting Offer. Together, they represent approx. 24.99% of METRO?s share capital and voting rights attached to METRO shares.

The Delisting Offer will not be subject to any closing conditions and will not include a minimum acceptance threshold. It will be made pursuant to the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). Following approval by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act and the acceptance period for the Delisting Offer will commence. Both is expected to take place in March. The delisting from the regulated market will also terminate some of the comprehensive financial reporting obligations and capital market publication requirements of METRO. METRO?s Management supports the delisting. As April 14, 2025, Metro AG said that the application for the delisting of its shares from the Frankfurt Stock Exchange has been approved.

Achim Herfs, Johannes Rowold, Mattias Prange, Maximilian Licht and Sabrina Seitz of Kirkland & Ellis acted as legal advisor for EP Global Commerce GmbH. Carsten Schapmann and Christian Strothotte of Hengeler Mueller acted as legal advisor for Metro AG. Roland Maaß, Andreas Füchsel, Gunne Bähr, Volker Lemmer and Juliane Poss of DLA Piper acted as legal advisor for the Meridian Foundation as founding shareholder of Metro AG. Stefan Arnold-Soulby of Paul, Weiss, Rifkind, Wharton & Garrison LLP advised EP Global Commerce GmbH on the financing and structuring aspects of its ?2 billion public offer for Metro AG. Valuetrust Financial Advisors Treuhand GmbH acted as due diligence provider to METRO AG.