LONDON, UK: Market Bidco Limited and Wm Morrison Supermarkets PLC have agreed that Bdico will acquire entire share capital of Morrison Supermarkets Plc at the rate of 285 pence per Morrison’s share, a news release said.
Market Bidco Limited is a newly incorporated entity formed by Clayton, Dubilier & Rice LLP in its capacity as adviser to Clayton, Dubilier & Rice LLC (CD&R) as manager of CD&R Fund XI.
Market Bidco Limited’s offer (CD&R Offer) values the entire issued and to be issued share capital of Morrison Supermarkets at approximately £7.0 billion on a fully diluted basis and implies an enterprise value of £9.7 billion.
Market Bidco Limited’s offer (CD&R Offer) value payable by Bidco to Morrisons shareholders under the terms of the offer will be financed from a combination of equity capital to be invested by CD&R Fund XI, Ares European Direct Lending and Alternative Credit Funds and West Street Strategic Solutions, and committed financing provided by Goldman Sachs Bank USA, BNP Paribas SA, Bank of America, N.A., London Branch, and Mizuho Bank, Ltd.
CD&R believes Morrison Supermarkets is a high quality business that is well-positioned within UK grocery and led by a strong management team. CD&R recognises the strength of Morrisons’ heritage, the legacy of Sir Ken Morrison and its long-term track record of working with and for customers and stakeholders.
Commenting on the CD&R Offer, Andrew Higginson, Chair of Morrisons, said: “The Morrisons Board believes that the offer from CD&R represents good value for shareholders while at the same time protecting the fundamental character of Morrisons for all stakeholders.
CD&R have a strong record of developing, strengthening and growing the businesses that they invest in and they share our vision for Morrisons’ future. This, together with the strong set of intentions that they have set out today, gives the Morrisons Board confidence that CD&R will be a responsible, thoughtful and careful owner of an important British grocery business.”
Commenting on the CD&R Offer, Sir Terry Leahy, Senior Adviser to CD&R funds, said: “CD&R is delighted to have the opportunity to support the management of Morrisons in executing their strategy to grow and develop the business. The grocery sector in the UK is undergoing great change and we believe Morrisons is well placed, with CD&R’s support, to succeed in this environment.
CD&R values Morrisons’ distinctive business model and is committed to supporting it, including the successful ESG and broader stakeholder engagement strategies of the company that are essential to its continued success.”
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