Metro Acquires A&P Canada

On August 15, 2005, a subsidiary of Metro Inc. acquired all of the issued and outstanding shares of A&P Canada from the Great Atlantic & Pacific Tea Company, Inc. for approximately $1.7 billion, consisting of $1.2 billion in cash and $500 million in the form of treasury class A subordinate voting shares of Metro (based on a price per share of $27.66). The cash component of the purchase price was financed through a bank syndicate led by Bank of Montreal, National Bank of Canada, Merrill Lynch Capital of Canada and the Toronto-Dominion Bank that provided unsecured credit facilities in an aggregate maximum principal amount of $1.65 billion consisting of a $500 million term facility maturing on August 15, 2008, a $750 million term facility maturing on August 15, 2010 and a C$400 million revolving facility maturing on August 15, 2010.

Following the completion of this acquisition, Metro now has a network in Quebec and Ontario of 579 food stores operating in the conventional and discount food retailing sectors and 182 pharmacies. Metro now holds the second-largest market share in the food distribution and retailing business in Quebec and Ontario.

Metro was represented in-house by Simon Rivet, vice-president legal services and secretary. Metro was also represented by Ogilvy Renault LLP with a team that included Paul Raymond, Amar Leclair-Ghosh and Niko Veilleux (M&A), Daniel Paul (IT), Leanne Souquet (IP), Mario Caron and Julie Paquette (real estate), Éric Gélinas (tax), Martin Rochette (pension), Richard King (environmental), Dany Assaf, Denis Gascon, Paul Feuer and Thierry Dorval (competition) and Louis Gouin and Patrick Shea (bank financing); by Ernst & Young with a team that included Alain Léonard, François Prud'homme and Louis Martin; by George Addy of Davies Ward Phillips & Vineberg LLP as special counsel on competition law matters; by Christopher Hilbert, Harlan Cohen and Alexi Poretz of Sidley Austin Brown & Wood LLP on US law matters; and by special Nova Scotia counsel McInnes Cooper, who advised on corporate and tax matters with a team that included Barry Horne (tax, M&A), Michael Simms (corporate, M&A), Karen Gardiner (M&A) and Laurie Jones (corporate).

A&P Canada was represented in-house by Christopher Appleton, general counsel. The Great Atlantic & Pacific Tea Company was represented in-house by Mary Ellen Offer, CLO. Skadden, Arps, Slate, Meagher & Flom LLP acted for A&P in the US with a team that included Patricia Moran, Jack Sarno and Stuart Cawthorn (M&A), Peter Neckles and James Gelman (banking and institutional investing), Michael Weiner (antitrust), Katherine Bristor, Jane Meisel, Jennifer Moss and Benjamin Handler (tax), and Jose Esteves, Jessica Cohen and James Talbot (IP and technology). Osler, Hoskin & Harcourt LLP acted for A&P in Canada with a team that included Terrence Burgoyne and Julie Walsh (M&A), Andrew Kingissepp, Mark Brender and Drew Morier (tax), Paul Crampton and Steve Sansom (competition) and Frank Zaid (IP).

The credit facilities arrangers and a syndicate of lenders were represented by Davies Ward with a team that included Alain Roberge, Janet Ferrier, Hillel Rosen, Sébastien Thériault and Annie Beaudoin.