Update on Fortress Offer for Morrisons

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

28 July 2021

RECOMMENDED CASH OFFER

for

WM MORRISON SUPERMARKETS PLC

by

OPPIDUM BIDCO LIMITED

(a newly formed company indirectly owned by funds managed or advised by affiliates of Fortress Investment Group, LLC)

UPDATE ON FORTRESS OFFER

GIC JOINS INVESTMENT GROUP LED BY FORTRESS

On 3 July 2021, the boards of Wm Morrison Supermarkets PLC ("Morrisons") and Oppidum Bidco Limited ("Bidco") announced that they had reached agreement on the terms of a recommended all cash offer by Bidco for the entire issued, and to be issued, share capital of Morrisons (the "Fortress Offer") to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006. 

Capitalised terms used and not defined in this announcement have the meanings given to them in the scheme document in relation to the Fortress Offer published and sent to Morrisons Shareholders on 22 July 2021 (the "Scheme Document").

Update on Fortress Offer

Today, Bidco is pleased to announce that Cambourne Life Investment Pte Ltd ("Cambourne") has agreed to join the investment group led by Fortress as an additional co-investor, alongside CPP Investments and KREI, and to provide financing to Bidco in respect of the Fortress Offer. Cambourne is a nominated investment vehicle of GIC Special Investments Pte Ltd, which is a direct subsidiary of GIC Pte Ltd ("GIC"). 

Accordingly, Fortress has syndicated a portion of its funding commitment in respect of Bidco to Cambourne and Cambourne has entered into an equity commitment letter in favour of Bidco (the "GIC Equity Commitment Letter"). In addition, Cambourne has entered into a deed of adherence to the Bid Conduct Agreement (the "GIC Deed of Adherence") pursuant to which Cambourne has adhered to the Bid Conduct Agreement in the capacity of a co-investor and the parties have agreed to make certain amendments to the terms of the Bid Conduct Agreement.

The terms of the GIC Equity Commitment Letter and the Bid Conduct Agreement (as amended by the GIC Deed of Adherence) are summarised in Appendix 1. Further details on the changes to the financing of the Fortress Offer as a result of the transactions described in this announcement are set out in Appendix 2. 

As at the close of business on 26 July 2021 (being the latest practicable date prior to this announcement), GIC held 5,180,094 Morrisons Shares, representing approximately 0.21 per cent. of the issued share capital of Morrisons as at that date.

Information on GIC

GIC is a leading global investment firm established in 1981 to manage Singapore's foreign reserves. As a disciplined long-term value investor, GIC is uniquely positioned for investments across a wide range of asset classes, including equities, fixed income, private equity, real estate and infrastructure. Headquartered in Singapore, GIC has investments in over 40 countries and employs over 1,800 people across 10 offices in key financial cities worldwide. For more information on GIC, please visit http://www.gic.com.sg/ or LinkedIn.

General

This announcement should be read in conjunction with the full text of the Scheme Document, a copy of which is available on Fortress's website at www.fortress.com/offer-for-morrisons.

The Fortress Offer remains subject to the same terms and conditions as set out in the Scheme Document. No revised or updated Scheme Document will be sent to Morrisons Shareholders in respect of the Fortress Offer as a result of this announcement. The expected timetable of principal events for the Fortress Offer remains as set out in the Scheme Document.

RBC and HSBC have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Copies of this announcement, the GIC Equity Commitment Letter, the GIC Deed of Adherence and consent letters from each of RBC and HSBC will be published on Fortress's website at www.fortress.com/offer-for-morrisons by no later than 12 noon (London time) on the first Business Day following the date of this announcement (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) up to and including the Effective Date or the date on which the Scheme lapses or is withdrawn, whichever is earlier.

Enquiries

Slaughter and May is acting as legal adviser to Bidco and Fortress.

Dechert LLP is acting as legal adviser to Cambourne and GIC.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Fortress Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Morrisons in any jurisdiction in contravention of applicable law. The Fortress Offer will be implemented solely pursuant to the terms of the Scheme Document (or, if the Fortress Offer is implemented by way of a Takeover Offer, the Offer Document), which contains the full terms and conditions of the Fortress Offer, including details of how to vote in respect of the Fortress Offer. Any vote in respect of, or other response to, the Fortress Offer should be made only on the basis of the information contained in the Scheme Document (or, if the Fortress Offer is implemented by way of a Takeover Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

Disclaimers

RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and a wholly owned subsidiary of Royal Bank of Canada, is acting for Bidco and Fortress and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bidco and Fortress for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with matters referred to in this announcement. Neither RBC nor its parent nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC in connection with this announcement or any matter referred to herein.

HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and Fortress and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bidco and Fortress for providing the protections afforded to clients of HSBC nor for giving advice in connection with matters referred to in this announcement. Neither HSBC nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of HSBC in connection with this announcement or any matter referred to herein.

Overseas jurisdictions

This announcement has been prepared in accordance with, and for the purpose of complying with, the laws of England and Wales and the Takeover Code, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements of their jurisdictions.

The availability of the Fortress Offer to Morrisons Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Morrisons Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Fortress Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Fortress Offer will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Fortress Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Fortress Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Fortress Offer. If the Fortress Offer is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Fortress Offer will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA.

Additional information for US investors

The Fortress Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934. Accordingly, the Fortress Offer is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. 

The financial information included in this announcement and the Scheme Document (or, if the Fortress Offer is implemented by way of a Takeover Offer, the Offer Document) has been or will have been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

However, if, in the future, Bidco exercises the right to implement the Fortress Offer by way of a Takeover Offer and determines to extend the Fortress Offer into the United States, the Takeover Offer will be made in compliance with applicable United States laws and regulations, including Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder. Such Takeover Offer would be made in the United States by Bidco and no one else. 

The receipt of cash pursuant to the Fortress Offer by a US holder of Morrisons Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Morrisons Shareholder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Fortress Offer.

It may be difficult for US holders of Morrisons Shares to enforce their rights and any claims arising out of US federal laws, since Bidco and Morrisons are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Morrisons Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Securities Exchange Act of 1934, Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Morrisons Shares outside of the US, other than pursuant to the Fortress Offer, until the date on which the Fortress Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Securities Exchange Act of 1934, each of HSBC and RBC will continue to act as an exempt principal trader in Morrisons Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Securities Exchange Act of 1934. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This announcement (including information incorporated by reference into this announcement), oral statements made regarding the Fortress Offer, and other information published by Bidco and Morrisons contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Morrisons about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. 

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Fortress Offer on Bidco and Morrisons, the expected timing and scope of the Fortress Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Bidco and Morrisons believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Morrisons can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Fortress Offer; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the Fortress Offer not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Morrisons operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Bidco and Morrisons operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither Bidco nor Morrisons, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Morrisons Group, there may be additional changes to the Morrisons Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Morrisons is under any obligation, and Bidco and Morrisons expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Fortress Offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Fortress Offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Fortress Offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Fortress's website at www.fortress.com/offer-for-morrisons by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

If the Fortress Offer is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Morrisons Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase Morrisons Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

APPENDIX 1

The following contracts, not being contracts entered into in the ordinary course of business, which are or may be material to the Bidco Group, were entered into by Bidco and/or the Bidco Group after publication of the Scheme Document on 22 July 2021.

(a) GIC Equity Commitment Letter

In connection with the equity financing of Bidco, Cambourne has entered into the GIC Equity Commitment Letter, which sets out the basis on which Cambourne will provide to Bidco, to the extent required, directly or indirectly in immediately available funds, its commitment of £100,000,000 in respect of the consideration payable by Bidco for the Scheme Shares. Pursuant to the terms of the GIC Equity Commitment Letter, Cambourne will procure that such funds have been paid to Bidco by no later than the date falling three Business Days before the first date on which Bidco is required to pay all or any part of the consideration payable for the Scheme Shares and that such funds are available for the duration of the ECL Certain Funds Period.

(b) Bid Conduct Agreement

Cambourne has entered into the GIC Deed of Adherence, pursuant to which (i) Cambourne has adhered to the Bid Conduct Agreement in the capacity of a co-investor and (ii) Fortress Credit Advisers LLC, Bidco, CPP Investments and KREI have agreed, by way of countersignature to the GIC Deed of Adherence, to make certain amendments to the terms of the Bid Conduct Agreement.

Under the terms of the Bid Conduct Agreement (as amended), CPP Investments, KREI and Cambourne acknowledge that Fortress Credit Advisers LLC shall have the exclusive right to take decisions as to the conduct of, and negotiations relating to, the Fortress Offer (subject to certain limited exceptions) and, among other things, shall (subject to limited exceptions) have sole responsibility for liaising with Morrisons, the Morrisons Shareholders and other stakeholders and all decisions in relation to the implementation of the Fortress Offer.

Pursuant to the terms of the Bid Conduct Agreement (as amended), CPP Investments, KREI and Cambourne: (i) give customary standstill undertakings in relation to themselves and their concert parties; (ii) agree to work with each other and Fortress Credit Advisers LLC on an exclusive basis in relation to the Fortress Offer; and (iii) undertake to notify Fortress Credit Advisers LLC if they are approached by any third party in relation to any potential competing bid for Morrisons. The terms of the Bid Conduct Agreement also include an agreement by each of Fortress Credit Advisers LLC, CPP Investments, KREI and Cambourne not to do or omit to do anything which frustrates their ability to make the Fortress Offer.

The Bid Conduct Agreement (as amended) will expire and terminate upon the earlier of: (i) a definitive shareholders agreement being executed and becoming effective; (ii) by unanimous decision of Fortress Credit Advisers LLC, CPP Investments, KREI and Cambourne; (iii) the Fortress Offer lapsing or being withdrawn; and (iv) a competitive offer becoming effective.

APPENDIX 2

Financing of the Fortress Offer

As set out in the Scheme Document, the Cash Consideration payable by Bidco to Morrisons Shareholders under the terms of the Fortress Offer will be financed by a combination of:

· Equity Capital to be invested by Fortress, CPP Investments, KREI and, following the transactions described in this announcement, Cambourne; and

· term loan and revolving facilities to be provided under the Interim Facilities Agreement.

Fortress, CPP Investments, KREI and Cambourne intend for their respective indirect investments in Bidco to be funded by the issuance of Equity Capital in the following proportions: (a) Fortress will provide approximately 51 per cent. of the Equity Capital; (b) CPP Investments will provide approximately 31 per cent. of the Equity Capital; (c) KREI will provide approximately 15 per cent. of the Equity Capital; and (d) Cambourne will provide approximately 3 per cent. of the Equity Capital.

As at the Effective Date, it is intended that the ordinary share capital of Bidco will be indirectly owned by Fortress, KREI and Cambourne in the following proportions: (a) Fortress will indirectly own approximately 73 per cent. of Bidco; (b) KREI will indirectly own approximately 22 per cent. of Bidco; and (c) Cambourne will indirectly own approximately 4 per cent. of Bidco.

Fortress may further syndicate part of its Individual Commitment (and, subject to the terms of the Bid Conduct Agreement, part of CPP Investments', KREI's and Cambourne's respective Individual Commitments) to one or more other co-investors either before or after the Scheme becomes Effective. If such syndication occurs prior to the Scheme becoming Effective, an announcement will be made by Bidco in respect of this through a Regulatory Information Service. In addition, other potential investors may acquire indirect minority interests in Bidco during the Offer Period or after the Scheme becomes Effective.

In accordance with Rule 24.8 of the Takeover Code, HSBC and RBC (each in its capacity as financial adviser to Bidco) confirms that it is satisfied that sufficient resources are available to Bidco to satisfy in full the Cash Consideration payable pursuant to the Fortress Offer.