WM MORRISON SUPERMARKETS PLC
STATEMENT REGARDING OFFERS FOR MORRISONS
Introduction
On 6 August 2021, the boards of directors of Wm Morrison Supermarkets PLC (“Morrisons”) and Oppidum Bidco Limited (“Fortress Bidco”) announced that they had agreed the terms of an increased recommended all cash offer at an increased offer value of 272 pence for each Morrisons Share, comprising increased cash consideration of 270 pence for each Morrisons Share and the special dividend of 2 pence for each Morrisons Share (the “Fortress Offer”) for the entire issued and to be issued share capital of Morrisons.
On 19 August 2021, the boards of directors of Morrisons and Market Bidco Limited (“Market Bidco”) announced that they had agreed the terms of a recommended all cash offer at an offer value of 285 pence for each Morrisons Share (the “CD&R Offer”) for the entire issued and to be issued share capital of Morrisons.
Competitive situation
On the basis that neither Fortress Bidco nor Market Bidco have declared their offers final, such that either offer may be further increased or otherwise revised, a competitive situation continues to exist.
The Board of Morrisons has engaged with the Panel Executive together with Market Bidco and Fortress Bidco in order to begin discussions around an orderly framework for the resolution of this competitive situation (the “Auction Procedure”).
In order to provide sufficient time for the resolution of this competitive situation, including by way of any Auction Procedure, the Board of Morrisons now expects that a scheme document, containing further information about the CD&R Offer and notices of the court meeting and the general meeting to approve the CD&R Offer (the “CD&R Meetings”), together with the associated forms of proxy, will be posted to Morrisons shareholders on or around 25 September 2021. For the purposes of paragraph 3(a) of Appendix 7 of the Takeover Code, the Panel Executive has consented to this arrangement.
The CD&R Meetings will be convened for a date in or around the week commencing 18 October 2021. The meetings to approve the Fortress Offer (the “Fortress Meetings”) will be adjourned until the same date.
Any Auction Procedure will take place prior to these shareholder meetings, on a date that will be announced by the Panel Executive in due course.
Following completion of the Auction Procedure, the Morrisons Board anticipates proceeding with either the Fortress Meetings or the CD&R Meetings depending on which offer it is recommending to Morrisons shareholders.
In addition to the financial terms of any offer, the Morrisons Board continues to place very significant emphasis on the wider responsibilities of ownership of Morrisons. These responsibilities include a recognition of the importance to the Morrisons business of all stakeholders, including colleagues, customers, pension trustees and suppliers as well as the distinct heritage and history of Morrisons and the legacy of Sir Ken Morrison.