June 15, 2015

Willkie advises Hudson’s Bay Company on the definitive agreement to purchase Galeria Kaufhof, Galeria Inno (Belgium subsidiary) and Sportarena. 

On June 15, Willkie client Hudson’s Bay Company [TSX: HBC] announced it had entered into a definitive agreement to acquire Galeria Kaufhof, Galeria Inno (Belgian subsidiary) and Sportarena from METRO AG for EUR 2.82 billion.

Under the agreement, Canada-based Hudson’s Bay Company, one of the foremost retail operators in North America and its longest continually operated company will acquire Düsseldorf-based Metro’s department store group GALERIA Kaufhof and its Belgian subsidiary Inno, including the assumption of certain liabilities. The transaction has been approved by the Board of Directors of HBC as well as the Supervisory Board of METRO AG. It is expected to close by the end of the third quarter of 2015.

The transaction is an extension of HBC’s strategy to grow through mergers and acquisitions, and positions the company as a premier international retailer. HBC is taking over 103 GALERIA Kaufhof stores in Germany from METRO GROUP, including 59 properties in prime inner-city locations that are part of the GALERIA Real Estate portfolio. HBC is also acquiring 16 Sportarena stores, 16 GALERIA Inno department stores located in Belgium, as well as various logistics centres, warehouses and other properties, and the long-standing GALERIA Kaufhof head office in Cologne.

As part of the Agreement, HBC will continue to operate GALERIA Kaufhof, Inno and Sportarena under their current brand banners. GALERIA Kaufhof’s existing management team is expected to remain in place following the close of the transaction, and will work closely with HBC’s leadership to explore opportunities to further strengthen GALERIA Kaufhof’s offerings to consumers.

HBC, headquartered in Toronto, is a leading retail operator in North America. Founded in 1670, HBC is North America’s oldest company, and its current portfolio of iconic store banners include Hudson’s Bay, Lord & Taylor, Saks Fifth Avenue, Saks OFF 5TH and Home Outfitters. With the acquisition of the METRO Group stores, HBC will operate 464 stores under 8 banners, with 44% of sales generated in the United States, 31% in Germany, 23% in Canada and 2% in Belgium.

METRO GROUP, one of the leading international trading companies, it generated sales of about €63 billion in the fiscal year 2013/14. The company operates around 2,200 stores in 30 countries and has a headcount of around 250,000 employees. The performance of METRO GROUP is based on the strength of its sales brands that operate independently in their respective market segments.

Willkie Farr & Gallagher LLP advised HBC on the transaction. The Willkie team was led by Georg Linde (Corporate) and included partners Mario Schmidt, Dr. Axel Wahl, Dr. Stefan Jörgens (all Corporate), Dr. Patrick Meiisel, Dr. Bettina Bokeloh (both Tax), Jan Wilms (Finance), Dr. Christian Rolf (Employment), all Frankfurt; Gordon R Caplan, Greg Astrachan, Russell Leaf (Corporate), David Tarr (Finance), Henry Cohn (Tax), Jonathan Konoff (Competition), all New York; David Tayar (Competition, Paris) and Jean-Quentin de Cuyper (Corporate, Brussels) as well as associates Andreas Feith, Wolfgang Münchow, Dr. Marco Müller, Patrick Wacker, Andreas Knödler, Christina Mann, Dr. Jan-Claudio Muñoz-Gonzales, Johannes Eckhardt, Stefan Bührle (all Corporate), Jörg Walzer (Tax), Jochen Riechwald (Employment), Tobias Daubert (Finance), all Frankfurt; and Michael Jackowitz (Real Estate) and Michael Brandt (Corporate), both in New York.

For additional information, please see the press release here.