OTTAWA (dpa-AFX) - METRO INC. (MRU.TO) and The Jean Coutu Group (PJC) Inc. announced a definitive combination agreement pursuant to which METRO will acquire Jean Coutu Group Shares for a total consideration of approximately C$4.5 billion. Jean Coutu Group shareholders will receive, at the election of each such shareholder, either C$24.50 in cash or 0.61006 common share of METRO for each Jean Coutu Group Share held, subject in each case to pro ration, such that the aggregate consideration paid to Jean Coutu Group shareholders will consist of 75% in cash and 25% in METRO common shares.
METRO's existing pharmacy distribution and franchising activities will be combined with those of the Jean Coutu Group which will operate as a stand-alone division of METRO with its own management team led by François Coutu. Post-combination, METRO expects to generate approximately C$16 billion in revenue, over C$1.3 billion in EBITDA and C$500 million in free cash flow, including C$75 million in expected synergies within three years. The combination is expected to be accretive to METRO earnings per share and to free cash flow per share.
The Board of Jean Coutu Group, having received a unanimous recommendation from a special committee comprised solely of independent directors, has unanimously approved the transaction and recommended that Jean Coutu Group shareholders vote in favour of the transaction.
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