Food and drink wholesaler Booker is poised to snap up the Makro cash and carry chain in the UK from the Metro Group parent company.
In the deal, Metro will receive new Booker shares, representing 9.99% of the current issued share capital of Booker, and a cash consideration of £15.8m. The deal values Makro UK at £139.7m.
Booker said through the deal it was seeking to become the “UK’s leading wholesaler to caterers, retailers and small and medium-sized enterprises, with a wide range of food and non-food via the internet, delivery and cash and carry”.
It said the combination of the two businesses would enable Booker and Makro UK to further improve choice, prices and service for all customers.
The proposed transaction includes Makro UK’s network of 30 purpos- built sites which serve more than one million customers, largely small and medium-sized enterprises.
Booker and Metro have agreed to enter into a strategic partnership agreement which will enable competence sharing for mutual benefit. Metro will become a significant shareholder in Booker, and there is an agreement to enter into a relationship agreement regarding its shareholding.
Charles Wilson, chief executive of Booker, said: “Through working together, Booker and Makro UK will improve choice, prices and service for retailers, caterers and SMEs throughout the UK.
“Together we will offer a wide range of foods and non-foods to our professional customers, via the internet, delivery and cash and carry. The board is confident that this collaboration will enable us to continue to generate value for shareholders.”
Olaf Koch, chairman of the management board of Metro Group, said: “In Booker, we have found the right buyer for our challenging UK business, which has shown an unsatisfying performance.
“Booker is very well positioned in the UK market, with a great brand perception and vast experience in managing product ranges and in customer services. Therefore we are convinced that this new set-up meets all requirements for future success in the UK, while allowing Metro Group to further concentrate on countries within our strategic focus.”
Makro UK is of sufficient size relative to Booker to constitute a Class 1 transaction under the listing rules and the proposed transaction is, therefore, conditional upon the approval of shareholders.
Further details of the proposed transaction, together with a notice convening a general meeting to approve the transaction, will be contained in a circular due to be sent to shareholders on or around 15 June.
The circular will include a recommendation from the board of Booker that shareholders vote in favour of the transaction. All documentation relating to the proposed transaction will be on the Booker Group website: www.Bookergroup.com/investor-centre.