TIDMMRW

RNS Number : 4027Q

Morrison(Wm.)Supermarkets PLC

27 October 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 October 2021

RECOMMED FINAL CASH OFFER

for

WM MORRISON SUPERMARKETS PLC ("MORRISONS")

by

MARKET BIDCO LIMITED ("CD&R BIDCO")

(a newly incorporated entity formed by Clayton, Dubilier & Rice, LLP in its capacity as adviser to Clayton, Dubilier & Rice, LLC as manager of CD&R Fund XI ("CD&R"))

SCHEME BECOMES EFFECTIVE

On 2 October 2021, following the conclusion of the auction procedure between CD&R Bidco and Oppidum Bidco Limited, the boards of directors of Morrisons and CD&R Bidco announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of Morrisons at an increased offer value of 287 pence for each Morrisons Share (the "CD&R Final Offer").

The CD&R Final Offer is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act (the "Scheme"). The circular in relation to the Scheme was published or made available to Morrisons Shareholders and Morrisons CSN Participants on 25 September 2021 (the "CD&R Scheme Document") and a supplementary letter in respect of the CD&R Final Offer was published or made available to Morrisons Shareholders and Morrisons CSN Participants on 5 October 2021 (the "CD&R Shareholder Letter").

Capitalised terms used but not defined in this announcement have the meanings given to them in the CD&R Scheme Document.

On 25 October 2021, Morrisons and CD&R Bidco announced that the Court had sanctioned the Scheme. Morrisons and CD&R Bidco are pleased to announce that the Scheme has today become Effective in accordance with its terms, following delivery of the Court Order to the Registrar of Companies.

Suspension and cancellation of listing and trading

The listing of Morrisons Shares on the premium listing segment of the Official List and the admission to trading of Morrisons Shares on the London Stock Exchange's Main Market for listed securities are suspended with effect from 7.30 a.m. (London time) today.

The listing of Morrisons Shares on the premium listing segment of the Official List and the admission to trading of Morrisons Shares on the London Stock Exchange's Main Market for listed securities are, in each case, expected to be cancelled with effect from 8.00 a.m. (London time) on 28 October 2021.

Settlement of consideration

Scheme Shareholders on Morrisons' register of members at the Scheme Record Time, being 6.00 p.m. (London time) on 26 October 2021 will be entitled to receive 287 pence in cash for each Scheme Share held.

Settlement of the consideration to which Scheme Shareholders are entitled under the terms of the CD&R Final Offer will be effected in the manner set out in paragraph 12 of Part II (Explanatory Statement) of the CD&R Scheme Document as soon as practicable and, in any event, by no later than 10 November 2021.

Board changes

As the Scheme has now become Effective, Morrisons duly announces that, with effect from today's date, Andrew Higginson, Rooney Anand, Susanne Given, Kevin Havelock, Lyssa McGowan and Jeremy Townsend have tendered their resignations and stepped down from the Morrisons Board.

David Potts, Trevor Strain and Michael Gleeson will remain on the Morrisons Board.

Enquiries:

 
 Morrisons                                            Tel: 
  Andrew Kasoulis (Investor Relations Director)        +44 7785 343 
  Simon Rigby (Director of External Communications)    515 
                                                       +44 7771 784 
                                                       446 
 Rothschild & Co (Lead Financial Adviser to           Tel: 
  Morrisons)                                           +44 20 7280 5000 
  John Deans 
  Majid Ishaq 
  Stephen Griffiths 
  Alice Squires 
 Jefferies International Limited (Financial           Tel: 
  Adviser and Joint                                    +44 20 7029 8000 
  Corporate Broker to Morrisons) 
  Tony White 
  Philip Noblet 
 Shore Capital (Financial Adviser and Joint           Tel: 
  Corporate Broker to                                  +44 20 7408 4050 
  Morrisons) 
  Malachy McEntyre 
  Dru Danford 
  Mark Percy 
 Citigate Dewe Rogerson (PR adviser to Morrisons)     Tel: 
  Kevin Smith                                          +44 7710 815 
  Angharad Couch                                       924 
  Ellen Wilton                                         +44 7507 643 
                                                       004 
                                                       +44 7921 352 
                                                       851 
 CD&R                                                 Tel: +44 20 
  Marco Herbst                                         7747 3800 
  Gregory Lai 
 Goldman Sachs International (Financial Adviser       Tel: 
  to CD&R Bidco and CD&R)                              +44 20 7774 1000 
  Anthony Gutman 
  Nick Harper 
  Milan Hasecic 
  Jimmy Bastock 
 J.P. Morgan Cazenove (Financial Adviser to           Tel: 
  CD&R Bidco and CD&R)                                 +44 20 7742 4000 
  Dwayne Lysaght 
  Jeannette Smits van Oyen 
  Thomas Christl 
 Teneo (PR adviser to CD&R Bidco and CD&R)            Tel: 
  Phillip Gawith                                       +44 20 7096 3191 
  Haya Herbert-Burns 
  Claire Scicluna 
 

BNP Paribas, BofA Securities and Mizuho are also acting as financial advisers to CD&R Bidco and CD&R in relation to the CD&R Final Offer.

Clifford Chance LLP is acting as legal adviser to CD&R and CD&R Bidco.

Ashurst LLP is acting as legal adviser to Morrisons.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, nor shall there be any sale, issuance or transfer of securities of Morrisons in any jurisdiction in contravention of applicable law.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

Important Notices

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as lead financial adviser to Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the CD&R Final Offer or otherwise.

Jefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser and joint corporate broker exclusively for Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Jefferies nor for providing advice in connection with any matter referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein, the CD&R Final Offer or otherwise.

Shore Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser and joint corporate broker exclusively for Morrisons and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Morrisons for providing the protections afforded to clients of Shore Capital nor for providing advice in connection with any matter referred to herein. Neither Shore Capital nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein, the CD&R Final Offer or otherwise.

Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for CD&R Bidco and CD&R and no one else in connection with the CD&R Final Offer and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to clients of Goldman Sachs or for giving advice in connection with the CD&R Final Offer or this announcement or any transaction or arrangement referred to herein.

J.P. Morgan Cazenove, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting as financial adviser exclusively for CD&R Bidco and Clayton, Dubilier & Rice, LLC and no one else in connection with the CD&R Final Offer and will not regard any other person as its client in relation to the CD&R Final Offer and will not be responsible to anyone other than CD&R Bidco and Clayton, Dubilier & Rice, LLC for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the CD&R Final Offer or any other matter or arrangement referred to herein.

BNP Paribas SA is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution. In the UK, BNP Paribas is deemed authorised by the PRA with deemed variation of permission, and is subject to regulation by the FCA and limited regulation by the PRA. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. BNP Paribas is registered in the UK under number FC13447 and UK establishment number BR000170, and its UK establishment office address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as financial adviser exclusively for CD&R Bidco and CD&R and no one else in connection with the CD&R Final Offer and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to clients of BNP Paribas or for providing advice in relation to the CD&R Final Offer or this announcement or any transaction or arrangement referred to herein.

BofA Securities, a subsidiary of Bank of America Corporation, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for CD&R Bidco and CD&R in connection with the CD&R Final Offer and for no one else and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to its clients or for providing advice in relation to the CD&R Final Offer or any other matters referred to in this announcement.

Mizuho, which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively for CD&R Bidco and CD&R and no one else in connection with the CD&R Final Offer and will not regard any other person as its client in relation to the CD&R Final Offer and will not be responsible to anyone other than CD&R Bidco and CD&R for providing the protections afforded to clients of Mizuho or its affiliates, nor for providing advice in relation to the CD&R Final Offer or any other matter or arrangement referred to herein.

Overseas jurisdictions

The release, publication or distribution of this announcement, directly or indirectly, in or into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The availability of the CD&R Final Offer to Morrisons Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the CD&R Final Offer disclaim any responsibility or liability for the violation of such restrictions by any person. The CD&R Scheme Document, the CD&R Shareholder Letter and any accompanying documents have been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if these documents had been prepared in accordance with the laws of jurisdictions outside of England.

Unless otherwise determined by CD&R Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the CD&R Final Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction. Copies of this announcement, the CD&R Scheme Document, the CD&R Shareholder Letter and any formal documentation relating to the CD&R Final Offer will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the CD&R Final Offer is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The CD&R Final Offer is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. Further details in relation to Overseas Shareholders are contained in paragraph 14 of Part II (Explanatory Statement) of the CD&R Scheme Document.

Additional information for US investors

The CD&R Final Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. Accordingly, the CD&R Final Offer will be subject to disclosure and procedural requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.

The financial information included in the CD&R Scheme Document and the CD&R Shareholder Letter has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the CD&R Final Offer, or determined if the CD&R Scheme Document or the CD&R Shareholder Letter is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the CD&R Final Offer by a US holder of Morrisons Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws in the United States, as well as foreign and other tax laws. Each Morrisons Shareholder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the CD&R Final Offer.

It may be difficult for US Morrisons Shareholders to enforce their rights and claims arising out of US federal laws, since CD&R Bidco and Morrisons are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Morrisons Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (if applicable), CD&R Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Morrisons Shares outside of the US, other than pursuant to the CD&R Final Offer, until the date on which the CD&R Final Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the CD&R Final Offer, and other information published by CD&R Bidco and Morrisons contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of CD&R Bidco and Morrisons about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the CD&R Final Offer on CD&R Bidco and Morrisons (including their future prospects, developments and strategies), the expected timing and scope of the CD&R Final Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although CD&R Bidco and Morrisons believe that the expectations reflected in such forward-looking statements are reasonable, CD&R Bidco and Morrisons can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which CD&R Bidco and Morrisons operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which CD&R Bidco and Morrisons operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither CD&R Bidco nor Morrisons, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Morrisons Group, there may be additional changes to the Morrisons Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules of the FCA), neither CD&R Bidco nor Morrisons is under any obligation, and CD&R Bidco and Morrisons expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Requesting hard copy documents

Morrisons Shareholders may request a hard copy of this announcement by contacting Morrisons registrars, Equiniti Limited, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0333 207 6394 from within the UK or +44 333 207 6394 if calling from outside the UK or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. International rates apply to calls from outside the UK. Please note calls may be recorded and Equiniti Limited cannot provide advice on the merits of the CD&R Final Offer or give any financial, legal or tax advice. Morrisons Shareholders may also request that all future documents, announcements and information in relation to the CD&R Final Offer should be sent to them in hard copy form.

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END

OUPDKOBBPBDKQKB

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