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Morrison Share chat

Discussion in 'General Share Chat' started by Steamy, Jun 19, 2015.

  1. Groucho

    Groucho Member

    Messages:
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    8 September 2021

    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.
     
  2. Groucho

    Groucho Member

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    14 September 2021

    UPDATE FROM THE TRUSTEES OF THE MORRISONS RETIREMENT SAVER PLAN AND THE SAFEWAY PENSION SCHEME (TOGETHER, THE "TRUSTEES" AND THE "SCHEMES") IN THE CONTEXT OF THE MORRISONS BID SITUATION

    In issuing this update on their statement issued on 24th August 2021, neither the Trustees nor their advisers are providing, nor do they intend to provide, any financial, legal, tax, investment, or any other advice. This update does not constitute a recommendation as to the merits of the CD&R Offer and any acceptance of the CD&R Offer or decision to vote in favour of the Scheme should be based on an assessment of the CD&R Offer as a whole and Morrisons Shareholders should undertake their own analysis of the CD&R Offer and seek independent advice as appropriate.

    Morrisons has agreed to include the full text of the update, as set out below.

    On 24th August 2021, the Trustees announced that, following Clayton, Dubilier and Rice, LLC as manager of Clayton Dubilier & Rice Funds XI ("CD&R") announcing the terms of an offer (the "CD&R Offer") to be made for Wm Morrison Supermarkets plc ("Morrisons") on 19th August 2021, discussions regarding an appropriate mitigation package for the Schemes were at an early stage.

    Whilst the Schemes are currently in surplus on an ongoing funding basis and benefit from security in the form of properties held within a pension funding partnership structure, the Schemes currently do not have sufficient resources (inclusive of the current security) to secure, or "buy out", Scheme benefits with an insurance company. The Schemes' long-term objective in each case is to reach full funding on a "buy out" basis in less than 10 years, which the Trustees currently believe is possible without requiring cash contributions from the Morrisons group beyond those already agreed In light of the covenant impact for the Schemes arising from, inter alia, the additional debt secured with a priority claim ahead of the Schemes on the majority of the Morrisons' group assets should the CD&R Offer complete, the Trustees have therefore been focussed on agreeing additional security with CD&R to provide covenant support for the Schemes on their journey to "buy out".

    The Trustees are pleased to confirm that they have reached an agreement in principle with CD&R in relation to a package of measures to support the Schemes' journey to "buy out" should the CD&R Offer complete. This package includes additional security to be contributed to the existing pension funding partnership structure in the form of further properties with an appropriate release mechanism to allow for a gradual release of that additional security as the Schemes progress towards "buy out", together with enhanced governance provisions in respect of the Schemes.

    The Trustees welcome CD&R's constructive engagement and are pleased with the progress made to date. They look forward to finalising the contractual details with CD&R ahead of the shareholder meeting in order to secure additional protection for members' benefits under the Schemes. The Trustees also look forward, should the CD&R Offer complete, to continuing to work with CD&R and Morrisons in the future to ensure Scheme benefits remain protected.

    Having received professional advice, and having regard to the potential impact of the CD&R Offer and their respective fiduciary obligations to the beneficiaries of each of the Schemes, the Trustees consider that the package of mitigation measures, once contractual details are finalised, will provide sufficient and appropriate support for the Schemes.

    Commenting on the agreement, Andrew Higginson, Chair of Morrisons, said:

    "The Morrisons Board is pleased that the Trustees and CD&R have engaged constructively and have now reached an agreement, which safeguards the interests of the members of Morrisons' pension schemes."
     

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