Wm Morrison To Be Bought By CD&R In Revised 285p/Share Cash Deal; Fortress Says Considering Options

(RTTNews) - Clayton, Dubilier & Rice, LLP or CD&R announced Friday that it has reached an agreement on the terms of a recommended cash offer to buy Wm Morrison Supermarkets plc (MRW.L) for 285 pence per share.

The CD&R Offer values the entire issued and to be issued share capital of Morrisons at around 7.0 billion pounds on a fully diluted basis and implies an enterprise value of 9.7 billion pounds.

Morrisons in early July had reached deal to be bought by Fortress Investment Group (UK) Ltd. for 254 pence per share in cash and dividend. The offer was revised later.

CD&R now said its offer value implies an increase of 13 pence per Morrisons Share and 332 million pounds total offer value on a fully diluted basis to the terms of the increased offer by Fortress of a 272 pence total consideration for each Morrisons Share.

The CD&R Offer is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

The CD&R Offer Value represents a premium of approximately 60 percent. to the Closing Price of 178 pence per Morrisons Share on June 18, being the last Business Day prior to the announcement of a possible offer by CD&R for Morrisons and the commencement of the Offer Period.

The all cash offer for Morrisons by Market Bidco Limited is intended to be recommended unanimously by the Morrisons Board.

Meanwhile, Fortress Investment Group, LLC's Oppidum Bidco Limited responded to the latest deal, urging Morrisons shareholders to take no action.

Bidco, a company indirectly owned by funds managed or advised by affiliates of Fortress, said it is considering its options in respect of its all cash offer for Morrisons.

The company said it will make a further announcement in due course.