Britain's Morrisons agrees on $8.7 billion offer from Fortress-led group

Morrisons has agreed to a takeover led by SoftBank owned Fortress Investment Group, valuing Britain's fourth largest supermarket chain at 6.3 billion pounds ($8.7 billion) and topping a rival proposal from a US private equity firm.

The offer from Fortress, along with Canada Pension Plan Investment Board and Koch Real Estate Investments, exceeds a 5.52 billion pound unsolicited proposal from Clayton, Dubilier & Rice (CD&R), which Morrisons rejected on June 19.

Including Morrisons' net debt of 3.2 billion pounds, Fortress' offer gives the group an enterprise value of 9.5 billion pounds.

"We have looked very carefully at Fortress’ approach, their plans for the business and their overall suitability as an owner of a unique British food-maker and shopkeeper with over 110,000 colleagues and an important role in British food production and farming," said Morrisons Chairman Andrew Higginson.

"It’s clear to us that Fortress has a full understanding and appreciation of the fundamental character of Morrisons."

The Fortress deal underlines the growing appetite from private funds for British supermarket groups, seen as attractive because of their cash generation and freehold assets.

Fortress, an independently-operated subsidiary of Japan's SoftBank Group Corp, is a global investment manager with about $53 billion in assets under management as of March. It purchased British wine seller Majestic Wine in 2019.

"We are committed to being good stewards of Morrisons to best serve its stakeholder groups, and the wider British public, for the long term," said managing partner, Joshua A. Pack.

Fortress intends to retain Morrisons' existing management team led by CEO David Potts and execute its existing strategy. It said it was not planning any material store sale and leaseback transactions.

Recommendation

Under the terms of the deal, which Morrisons' board is recommending to shareholders, investors would receive 254 pence a share, comprising 252 pence in cash and a 2 pence special cash dividend. CD&R's proposal was 230 pence a share, worth 5.52 billion pounds.

Last week JO Hambro, a top ten shareholder in Morrisons, said any suitor for the group should offer about 270 pence a share or 6.5 billion pounds.

Morrisons, based in Bradford, northern England, started out as an egg and butter merchant in 1899. It now only trails market leader Tesco, Sainsbury's and Asda in annual sales.

Morrisons owns 85% of its nearly 500 stores and has 19 mostly freehold manufacturing sites. It is unique among British supermarkets in making over half of the fresh food it sells.

It said the Fortress offer represented a premium of 42% to its closing share price of 178 pence on June 18 - the day before CD&R's proposal. The stock closed at 243 pence on Friday.

Morrisons' directors, who own 0.23% of the group's equity, would make 14.3 million pounds from selling their shares to Fortress.

CD&R, which under British takeover rules has until July 17 to come back with a firm offer, had no immediate comment.

Morrisons has a partnership agreement with Amazon and there has been speculation it too could emerge as a possible bidder.

Five proposals

Morrisons said an initial unsolicited proposal was received from Fortress on May 4 at 220 pence a share. This offer was not made public. Fortress then made four subsequent proposals before it offered a total value of 254 a share on June 5.

The bids for Morrisons follow February's purchase by Zuber and Mohsin Issa and private equity firm TDR Capital of a majority stake in Asda from Walmart. The deal valued Asda at 6.8 billion pounds.

That transaction followed Sainsbury's failure to take over Asda after an agreed deal was blocked by Britain's competition regulator in 2019.

In April, Czech billionaire Daniel Kretinsky raised his stake in Sainsbury's to almost 10%, igniting bid speculation.