Tesco agrees to buy 20% stake in China Resources Enterprise for £345M, form leading multi-format retailer in China; JV will combine Tesco's 134 China stores, mall business with China Resources Vanguard business of 2,986 stores
October 2, 2013
– Following the announcement on 9 August 2013 of their agreement on a Memorandum of Understanding, Tesco PLC ("Tesco") and China Resources Enterprise, Limited (“CRE”) today announce that they have entered into definitive agreements to combine their Chinese retail operations to form the leading multi-format retailer in China (the “Joint Venture” or “JV”).
The JV combines Tesco’s best-in-class retail practices, international sourcing and digital/ecommerce capabilities with CRE’s strong local knowledge and brand to create a business with sales approaching £10bn, in which Tesco will have a 20% stake.
The JV will be the leading retailer in seven of the eight most populous and highest GDP provinces in China.
Tesco will combine its 134 Chinese stores as well as its Chinese shopping mall business (together “Tesco China”) with the China Resources Vanguard business (“CRV”) of 2,986 stores.
The JV will secure significant synergies from combining the two operations.
Tesco will make a cash contribution to the JV of HK$2,325m (c.£185m)
Tesco will also make a payment of HK$1,000m (c.£80m) to CRE at completion and a further HK$1,000m (c.£80m) on the first anniversary of completion.
Tesco will have two seats on the board of a maximum of 10 members.
Completion is expected in the first half of 2014, subject to regulatory and CRE shareholder approval.
Philip Clarke, Chief Executive Officer of Tesco:
“We are delighted to work with CRE to create the leading Chinese retail business. Through this deal we have a strong platform in one of the world’s most exciting markets and it will move us more quickly to profitability in China. This is very good news for customers and shareholders and a further demonstration of our commitment to build sustainable, profitable businesses, establish multichannel leadership in all of our markets and pursue disciplined international growth.”
Hong Jie, Chief Executive Officer of CRE:
“Along with the internationalization of the Chinese economy, CRE has developed successful partnerships with many well-known international companies in China. We are excited about continuing this track record of our retail business by joining forces with Tesco. The Joint Venture brings together the individual strengths and advantages of Tesco and CRE, a compelling combination of local customer insights and international retail best practice, creating success and value for both groups, as well as propelling the internationalization of China's retail industry. The partnership will be strongly placed to lead the development of retailing in China and create value for shareholders and customers.”
Details of the transaction
The JV will benefit from CRV’s strong brands, deep understanding of local Chinese customers, established nationwide infrastructure, local sourcing skills, strong property development and management skills and deep and established local, regional and national government relationships.
Tesco will bring to the JV retail best practices in areas such as retail operations, customer analytics, private label development, supply chain management, retail management development as well as its strong international sourcing capabilities, digital commerce and globally-recognised expertise in the development of online sales channels.
The parties expect the JV to be able to secure significant synergies from combining their respective skills and scale therefore resulting in faster growth and enhanced profitability.
Tesco will receive an initial shareholding of 20% of the enlarged issued share capital of the JV entity, with a right to acquire a further 5% at fair market value after five years following completion of the transaction. The board of directors of the JV (the “JV Board”) will consist of a maximum of 10 directors. Tesco will be entitled to appoint two directors to the JV Board and will have a range of shareholder and governance rights consistent with its 20% shareholding. Philip Clarke and Laurie McIlwee will represent Tesco on the JV board.
Tesco will also make a payment of HK$1,000m to CRE at completion and a further HK$1,000m on the first anniversary of completion.
Upon completion of the transaction, Tesco’s interest in the JV will be accounted for as an associate. Tesco’s cash contributions will be funded from existing Tesco resources.
The transaction constitutes a Class 2 transaction for the purposes of the UK Financial Authority’s Listing Rules and, as such, Tesco shareholder approval is not required.
Completion of the transaction and therefore formation of the JV is subject to written CRE shareholder approval and is subject to the satisfaction (or, where applicable, the waiver) of certain closing conditions, including securing the necessary anti-trust and regulatory approvals. Tesco has received an irrevocable undertaking from CRH (Enterprise) Limited pursuant to which it will exercise all voting rights attaching to its shareholding in CRE to vote in favour of all resolutions proposed to CRE's shareholders in connection with the implementation of the JV. The issued share capital of CRE as of today is 2,402,809,120, in which CRH holds 1,232,764,380, representing app. 51.31%.
It is expected that the transaction will complete during the first half of 2014.
Tesco China comprises 134 stores in 11 provinces, with particular emphasis in the fast growing Shanghai, Tianjin and Liaoning provinces. Tesco China owns 11 Lifespace shopping malls, eight in 50:50 JV’s with local partners. Nine Lifespace malls are currently operational (of which two are wholly owned) with the remaining 10 malls under development.
The gross assets for Tesco’s combined Chinese operations as at 28 February 2013 were £2,615m and the net book value was £1,357m. Tesco China’s sales for the years ended February 2012 and February 2013 were £1,520m and £1,653m respectively and its trading losses for the same periods were £(77)m and £(72)m. Including interest, property-related items, JV and exceptional charges, Tesco China’s losses before taxation were £(125)m for the year ended February 2012 and £(222)m for the year ended February 2013.
China Resources Vanguard
CRV is one of the largest multi-format retailers in China by sales with a strong portfolio of well recognised and established formats. CRV is owned by CRE, a Hong Kong-listed company. The majority of CRE's shares are held by China Resources Holdings (a state owned entity). The business has an established nationwide infrastructure, with a store network covering 24 provinces which together have a population of approximately 1.1 billion.
CRV’s consolidated, unaudited gross assets as at 31 December 2012 were HK$53,108m and its consolidated, unaudited net book value was HK$4,104m. CRV’s turnover for the year ended 31 December 2012 was HK$79,691m and its profit on ordinary activities before and after taxes for the same period was HK$976m and HK$286m.