MİGROS PUBLIC DISCLOSURE :
02 January 2015
As announced on 02 October 2014 and 01 December2014, our main shareholder BC Partners received a non-binding offer from Anadolu Endüstri Holding ("AEH") to acquire 40.25% of Migros Ticaret A.Ş. shares and the related due diligence process was completed.
BC Partners communicated to us that following the completion of negotiations between the related parties today, a share purchase agreement was signed between Moonlight Capital SA, (the sole owner of our main shareholder MH Perakendecilik ve T.A.Ş. (MH Perakendecilik)), and AEH for the purpose of the indirect acquisition of 40.25% of the shares of Migros by AEH. The completion of share transfer will be subject to obtaining required approvals from relevant official and regulatory authorities.
According to the aforementioned agreement, the amount to be paid to BC Partners will be calculated based on per share price of TL 26,00 for Migros.
Pursuant to related regulatory approvals and the share transfer, AEH and Moonlight Capital S.A. (Moonlight Capital), controlled by BC Partners, will hold respectively 80.5% and 19.5% of MH Perakendecilik A.Ş. (MH Perakendecilik), which will in turn own 50% shares of Migros.
The remaining 30.5% shares of Migros will be held by Moonlight Capital, while 19.5% shares will be publicly traded.
BC Partners will control 40.25% of Migros through its ownership by Moonlight Capital and MH Perakendecilik.
After the completion of share transfer, BC Partners and AEH will jointly control Migros under certain conditions and duration.
In addition, with regards to 19.5% share of Moonlight Capital in MH Perakendecilik, BC Partners retains a "put option" and AEH retains a "call option" to be exercised after 24 months period following the transfer of the shares, up to 30 months from the date of the transfer.
Any new developments will be communicated as they occur.