DE000BFB0019 ( common stock )
DE000BFB0027 ( preferred stock )
|Seat||Dusseldorf , Germany|
|Number of employees||101,654|
|sales||27.082 billion euros (2018/19)|
|As of September 30, 2019|
The Metro AG is a listed company of wholesale companies . The group, headquartered in Düsseldorf , has more than 100,000 employees in 678 markets worldwide, most of them in Germany. In Germany, the company mainly operates the Metro Cash & Carry stores .
Today's Metro AG was created in 2017 through the spin-off of the retail chains Metro Cash & Carry and Real from the old Metro into Metro Wholesale & Food Specialist AG , which later renamed itself to Metro. The old Metro company shell, with which the retail chains Mediamarkt and Saturn remained, then renamed itself Ceconomy . The new Metro sold the Real retail chain to the Russian investor SCP on June 25, 2020, so that today only the Metro Cash & Carry stores remain in the company.
Foundation and expansion
The history of the Metro began on November 8, 1963 in Essen-Vogelheim with the opening of the first self-service wholesale market under the name Metro, which still exists today. The store in Mülheim an der Ruhr , which also still exists today, was added as a second location at the end of 1964. The founding partners for the first store in Essen were two grocery wholesalers, the brothers Ernst Schmidt and Wilhelm Schmidt-Ruthenbeck , who in the second generation successfully ran the Karl Schmidt OHG company in Duisburg's inner harbor , which their father founded in 1923, and over 500 SPAR groceries -Retailers supplied. The main idea behind was Wilhelm Schmidt-Ruthenbeck. He probably derived the name “Metro” from the term “metropolis”. He had the naming rights for "Metro" protected at an early stage (also after coordination with the then Hollywood giant "Metro-Goldwyn-Mayer"), which was possible at the time without compensation.
The self-service wholesale (cash-and-carry market) distribution type came to Germany from the USA in the late 1950s and early 1960s. In particular through the Ratio markets of the company Terfloth & Snoek in Münster and Bochum and the markets of the Handelshof company in Haan , Cologne and Mönchengladbach, but also through the markets of the brothers Karl and Theo Albrecht under the name Aldi in Neuss and Mülheim an der Ruhr these became known.
Walter Vieth, who was managing director there from 1963 to 1970, was responsible for planning and opening the first self-service wholesale market under the name Metro in Essen. In 1964, one year after the opening of the first Metro store in Essen, the Stöcker & Reinshagen company (owner family Schell) also planned a cash-and-carry store in the neighboring town of Mülheim / Ruhr am Heifeskamp. During the construction phase, the merchants Schmidt-Ruthenbeck, Schmidt and Schell got to know each other and decided to merge their C&C activities. So they founded the Metro-SB-Großmärkte GmbH & Co. KG based in Mülheim, later in Düsseldorf. Otto Beisheim was the sole responsible managing director , until 1964 authorized signatory of the company Stöcker & Reinshagen (wholesale of electrical and household appliances).
In 1966 a house in West Berlin was added as the third Metro store. Also in 1966 Otto Beisheim met Friedrich Wilhelm Lenz, chairman of the board of management of Franz Haniel & Cie. GmbH in Duisburg, on the plane from Berlin to Düsseldorf and was able to tell him about the successful Metro activities. At that time, Haniel was looking for new investment opportunities after selling a chain of petrol stations (“Rheinpreußen”). The respected entrepreneurial families of the Ruhr area, Haniel and Schmidt-Ruthenbeck, knew and trusted each other for reasons of private and business relationships. Against this background, Otto Beisheim succeeded with great skill in winning Haniel as a partner in Metro and in the course of this reorganization rose to become a partner himself. From this point onwards, around one third of the shares were held by the founding Schmidt-Ruthenbeck family and the shareholders Beisheim and Haniel.
Under the sole management of Otto Beisheim, the opening of the Metro markets in Godorf near Cologne, Hamburg, Munich and, after a connection with the Dutch company SHV Holdings ( Steenkolen Handels-Vereeniging ) Utrecht, the first C&C wholesale market (company : Makro ) in the Netherlands, as well as in 1968 in Düsseldorf, a rapid, very successful expansion of the C&C markets into Germany and Europe. Erwin Conradi had been the head of Metro since 1971, revolutionizing marketing by introducing direct mail and expanding through market openings in the Netherlands, France, Austria and Denmark (partly under the name Makro ). In 1980, Metro took over 24.9 percent of Kaufhof , the retail chain celebrated its 100th birthday the year before, and in the same year the entire inventory control system of the hundred Metro stores in Western Europe could be operated electronically. In 1992 Metro took over Asko Deutsche Kaufhaus AG, which included Adler , Praktiker , C + C Schaper , real-kauf and Möbel Unger . In 1996 the first store was opened in Shanghai together with the Jinjiang Group .
Merger with Kaufhof
In March 1996, Metro was formed as a merger of Metro Cash & Carry with Kaufhof Holding AG , Deutsche SB-Kauf AG (from the insolvency estate of co op AG ) and Asko Deutsche Kaufhaus AG (emerged from Allgemeine Saar Konsum, in each of which a Metro holding company had previously held shares). The group also included the Huma shopping centers, the sports stores Primus Sportwelt , the MHB Handel AG and the office and stationery manufacturer Pelikan , as well as Media-Saturn , the entertainment electronics business of MediaMarkt and Saturn. Metro AG, which was founded retroactively as of January 1, was listed on the Frankfurt Stock Exchange on July 22, 1996 and was part of the DAX until 2012 .
In 1997 SHV Holdings sold its stake in the 86 European Macro branches to Metro. However, SHV remained the owner of the 103 Makro stores in South America ( Argentina , Brazil , Colombia and Venezuela ), as well as the 69 markets in Asia ( Thailand , Indonesia , Pakistan , Philippines and China ).
In 1998, 94 Allkauf SB department stores were also taken over, as well as Allkauf Touristik Vertriebs GmbH with 160 travel agencies, which Metro sold again. The Allkauf Franchise GmbH , which included about 90 photo specialty stores, was in November 1998 at Nina's picture market summer GmbH sold, Castrop-Rauxel (2001 bankruptcy).
In 1998, the computer trading companies Vobis and Maxdata , the Adler Modemärkte and Reno shoe stores, the discounter TiP , Möbel Roller and unprofitable Kaufhof branches were brought into Divaco , which was founded together with Deutsche Bank and the Gerling Group , in order to acquire new buyers Find. The accounting practices of the company's management board, in particular in connection with the participation in Divaco, which existed until 2003, were exposed to severe criticism from the former manager and music patron Hannjörg Hereth , who successfully entered the company in a legal challenge against the election of the long-standing auditor Fasselt & Partner Appeal went.
Development from 2000
From November 2002 the company called itself "Metro Group". In December 2003 Metro parted with its stake in Divaco KG and sold its shares to the sole shareholder and sole director Siegfried Kaske for one euro. In 2004 Metro bought back the Adler Modemärkte from Divaco. In 2005, Metro parted with the DIY chain Praktiker , which went public as an independent company. With it, Top-Bau and the DIY stores from Extra Bau + Hobby were also separated from the group. In July 2006 Metro bought the 85 German sales branches of the Wal-Mart group, which gave up its loss-making German business. Most of the Wal-Mart stores were incorporated into the Real sales brand.
In July 2008, the Extra sales brand (consumer market activities with around 250 locations and around 1.6 billion euros in sales) was taken over by the Rewe Group . The Extra stores were switched to the Rewe range in the second half of 2008. The franchise brands Comet and Bolle , under which around a fifth of the approximately 250 stores operate, were initially continued. The franchise headquarters went to the Rewe Group. In February 2009, Metro sold Adler Modemärkte to the holding company BluO .
On the occasion of the annual press conference in March 2010, a new logo of the trading group was presented to the public. According to the company representatives, the design based on the logo of the Metro Cash & Carry stores should also signal more customer proximity. The changed corporate identity was also an expression of the new group structure initiated by the “Shape 2012” reorganization program. At the end of 2010, Metro withdrew its Metro C&C sales line from locations in Rostock, Halle and Berlin. The Rostock location was taken over by Handelshof. The other wholesale markets were closed. In November, Metro announced that the previous CEO, Eckhard Cordes, would leave the company at the end of 2011. The new CEO was Olaf Koch on January 1, 2012, previously responsible for finance on the board.
In 2012 Metro sold the Macro stores in Great Britain to Booker and in 2014 the Macro store in Greece to Sklavenitis.
In autumn 2014, Metro agreed on an international cooperation with the French trading group Auchan in the form of coordinated negotiations with major suppliers and joint procurement of non-food items, especially in the area of own-label retailers. In June 2015, Metro announced that the Canadian retail group Hudson's Bay would take over the department store subsidiary Kaufhof for 2.8 billion euros.
In October 2019, Metro announced that it would enter into a strategic partnership with the Chinese retail company Wumei Technology Company by selling its entire stake in Metro China in exchange for a 20 percent stake in the resulting joint venture . The transaction is valued at 1.9 billion euros. Metro China achieved an annual turnover of 2.7 billion euros in 2017/18. The company is based in Putuo , Shanghai, and is led by Claude Sarrrailh as CEO .
Metro before the split (2017)
The historic Metro, before the spin-off from Ceconomy (in 2017) and the sale of Kaufhof (in 2015), was divided into four sales lines. The largest sales drivers are shown in the following table (with sales figures for 2011):
in million euros
|Cash & Carry||Cash & Carry Wholesale||31,155||126,350|
|Media Markt and Saturn||Electrical retail chains||20,604||65,904|
Erich Kellerhals and his wife Helga opened the first Media Markt in 1979 together with the former Karstadt department manager Walter Gunz, and together with the retail salesman Leopold Stiefel they built a chain. They sold the majority of the shares in 1988 to what was then Kaufhof , which in turn brought the Saturn stores into the connection and which was taken over by Metro in 1996. In the course of the integration, Kellerhals was granted extensive co-decision - making rights over Media-Saturn , the group’s entertainment electronics business - from 2010 onwards there were repeated tensions between Metro and Kellerhals over the group’s business policy, which also put pressure on the stock exchange price.
On March 30, 2016, the board announced that it would split up Metro. The electronics ( Media Markt and Saturn ) and food ( Real and Metro C&C ) divisions should be separated from one another. The food segment was then spun off into the subsidiary Metro Wholesale & Food Specialist AG, which was taken over by Walmart in 2006 as LEDA Unternehmens-Verwaltungs GmbH .
On February 6, 2017, the shareholders almost unanimously approved the planned division. With entry in the commercial register on July 12, 2017, Metro Wholesale & Food Specialist AG was spun off from Metro. Every owner of ordinary or preference shares in Metro AG was allocated ordinary and preference shares in Metro Wholesale & Food Specialist AG at a ratio of 1: 1 , which were listed on the following day in the Prime Standard segment of the Frankfurt Stock Exchange and on the Luxembourg Stock Exchange. Finally, the previous Metro AG was renamed Ceconomy AG , and Metro Wholesale & Food Specialist AG was renamed Metro AG.
Development from 2017
Sale of real
In September 2018, Metro announced its intention to sell the Real supermarket chain. The company wants to focus entirely on wholesaling in the future. In May 2019, Metro announced exclusive negotiations for the sale of Real as a whole by the summer to a consortium led by the Redos Group. At the beginning of July 2019, the company confirmed that it had received an offer from real estate investor X + Bricks together with investor SCP Group. X-Bricks was founded in 2018 by the former CEO of the Corestate Capital Group , Sascha Wilhelm, with a focus on grocery retail real estate ; the SCP Group (Sistema Capital Partners) is a subsidiary of the Russian financial group Sistema ; The two companies had joined forces for the offer and also secured support from Kaufland .
In December 2019, Metro announced that the negotiations with Redos had ended and would henceforth be conducted exclusively with the consortium of X-Bricks and SCP Group. In contrast to Redos, the consortium intends to initially take over Real as a whole without Metro's minority stake, only later to sell parts to market participants and to continue some stores under the previous name of Real. The purchase was agreed in February 2020 and completed on June 25, 2020.
Failed takeover offer from EP Global Commerce
In August 2018, the historical shareholder Franz Haniel & Cie. one common share package (7.3% of Metro shares) with an option to acquire the remaining share of Haniel (15.2%) for 316 million euros to the company EP Global Commerce of the two entrepreneurs Patrik Tkáč from Slovakia and Daniel Křetínský from Czech Republic. On June 21, 2019, the shareholder EP Global Commerce then submitted a voluntary public takeover offer for Metro. It offered 16 euros per common share and 13.80 euros per preferred share. The Metro management board rejected the offer as too small and recommended that the shareholders not sell any shares to the bidder for the time being. The German Protection Association for Securities Possession (DSW) and the Protection Association of Investors (SdK) advised against the sale for the time being. The Meridian Foundation of the Schmidt-Ruthenbeck family did not want to sell their share for general reasons. Shortly after the takeover offer, Ceconomy sold almost all of its remaining Metro shares to EP Global Commerce in accordance with an existing option. The major shareholder Haniel also confirmed that it wanted to sell its remaining Metro stake to EPGC as part of the offer that was assessed as fair. The Beisheim-Holding initially did not comment on its intentions.
Taking all the shares and Haniel options bought together, the investment company EPGC mathematically exceeded the 30% threshold. By the end of the acceptance period, the takeover offer only achieved an acceptance rate of around 42%, thus clearly missing the minimum acceptance rate of 67.5% set by EPGC, which means that the takeover attempt failed.
Other development from 2017
In December 2017, Metro founded the Digital Club platform, which is intended to support restaurateurs with tools and advice.
Since October 2018, Metro has been cooperating with Too Good to Go , which uses an app to offer supermarkets, restaurants and bakeries the opportunity to sell unsold goods that are getting closer to consumers at discounts. In September 2019, Metro expanded its previous cooperation in Germany and the Netherlands to include France, Spain, Italy and Belgium.
In March 2019, Metro launched an online delivery service for commercial customers in Myanmar.
In August 2019 Metro announced that it would sell its majority of its activities in China to the Wumei Technology Group. The transaction was completed in April 2020. Metro retained 20 percent of the shares. The majority stake was sold for around 1.5 billion euros.
In September 2019, Metro invested through its investment subsidiary, LeadX Capital Partners, in the Swedish company Matsmart, which sells food online at high discounts that would otherwise have been thrown away. In the same month, Metro launched an online marketplace for gastronomy, hotel and catering customers, through which it, together with partners, offers products from the non-food sector.
In August 2020, Metro announced that Olaf Koch was stepping down as CEO at the end of 2020.
Development of ownership
Until August 2007 Otto Beisheim held 18.8 percent of the metro, Franz Haniel & Cie. GmbH with 18.4 percent and the Schmidt-Ruthenbeck family with 13.0 percent. There was an agreement that the three "previous owners" had to hold over 50 percent of the shares. At the beginning of September 2007, Haniel announced that it had increased its stake by 15.68 percent to 34.24 percent. At the same time, the Schmidt-Ruthenbeck family increased their share to 15.77 percent. These two shareholders therefore hold 50.01 percent of the shares. Together with the 18.46 percent of Otto Beisheim, the previous shareholders thus held 68.47 percent of Metro. The increase in the shares by the other two former shareholders prompted Otto Beisheim (1924–2013) to withdraw from the existing pool agreement . At the beginning of October 2009 it was announced that Otto Beisheim had sold 17 million shares for around 600 million euros. He has thus reduced his share from around 18.5 percent to around 13 percent. At the end of October 2014, Haniel terminated the pool contract with Schmidt-Ruthenbeck. In June 2015, the shares were distributed as follows: Haniel around 25 percent, Schmidt-Ruthenbeck around 16 percent, Beisheim shareholders 9.1 percent and free float 50.1 percent.
In August 2018, Haniel sold a package of ordinary shares (7.3% of Metro shares) for EUR 316 million to EP Global Commerce, which belongs to the two entrepreneurs Patrik Tkáč (47%) and Daniel Křetínský (53%). They were also given an option to acquire the remaining Haniel stake (15.2%), whereupon they published a takeover offer; They also secured the shares held by Ceconomy - after the offer had failed, EP Global reduced its stake to just under 30%, the proportion for which a mandatory offer would have been due. The shareholder structure has since been as follows:
|23.06%||Meridian Foundation ( Schmidt-Ruthenbeck ) / Beisheim Holding|
|29.99%||EP Global Commerce|
Status: January 2020
Metro AG has been running the Metro Group as the central management holding company since June 2017. The core wholesale business with 678 stores (as of May 2020) is managed in the Metro Wholesale division. The business is divided into the regions Metro Germany, Metro Western Europe (excluding Germany), Metro Russia, Metro Eastern Europe (excluding Russia) and Metro Asia. The Wholesale division also includes Metro's delivery services (METRO Delivery Service, Classic Fine Foods, Pro à Pro and Rungis Express), which the company offers in 10 countries.
In the Others division, Metro primarily combines its digitization activities, where digital solutions are developed for the hospitality industry. In addition, the company's services in the real estate sector, logistics, IT, advertising and procurement are combined in the division.
Rights to the name "Metro"
In various proceedings, Metro tried to secure its rights of use for the term "Metro". The Lower Saxony railway company MetroRail had to rename itself to Metronom Eisenbahngesellschaft mbH , but may still call its trains Metro . The Metrorapid successor MetroExpress was also renamed after the threat of legal action. In Nabburg (Upper Palatinate) the Metro disco was sued and had to rename itself. Complaints against the Berliner Verkehrsbetriebe (BVG), Hamburger Hochbahn (HHA), Hamburger Verkehrsverbund (HVV) and Münchner Verkehrsgesellschaft (MVG) because of the name Metro-Bus for some main bus routes were dismissed in the first instance. The second instance confirmed the judgments, but significantly restricted the use of the transport company for the name Metro. In the Ruhr area, the bike rental system Metrorad ruhr had to be renamed Metropolradruhr . Private individuals were also warned, such as a 17-year-old subway fan who owned the domain nuernberg-metro.de .
In May 2009, Metro hit the headlines because an 18-year-old female worker died in December 2008 in the supplier company RL Denim in Bangladesh. Her death was linked to the working conditions in the company. Metro questioned the connection and terminated the business relationship with the company.
The NGWF (National Garment Workers Federation) union in Bangladesh then contacted the campaign for clean clothes . Since May 2009, together with the Christian Initiative Romero , Verdi and the National Labor Committee, Metro has been putting public pressure on Metro, so that on June 18, 2009 the group agreed to resume business relationships with RL Denim . RL Denim had meanwhile improved the working conditions in the factory.
In February 2015, Der Spiegel reported that, contrary to a voluntary commitment from 1999, Metro continued to purchase products made from tropical woods without FSC certification for sustainable forestry. The company then worked with an Asian group that "destroyed huge areas of rainforest in Indonesia". The self-imposed restriction was evidently undermined well into 2015. “The woods used ... all come from tropical Central and West Africa. According to Interpol, 50 to 90 percent of the trees there are illegally felled. In addition, almost all wood is on the red list of endangered species, six products were incorrectly declared. "
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