METRO GROUP welcomes legal clarification of corporate control at Media-Saturn

9 August 2012

  • Establishment of the MSH Advisory Board lawful
  • Advisory Board will in future decide on essential corporate measures of MSH with simple majority of the votes
  • Acceleration of the business model realignment including intensification of the online and multichannel activities

METRO GROUP welcomed today's judgement by the Higher Regional Court Munich as well as the corresponding decision by the Court of Arbitration pronounced yesterday as a breakthrough regarding the management control of its subsidiary Media-Saturn (MSH). The establishment of an Advisory Council that decides about the key business activities of MSH with a simple majority of the votes requested by the Düsseldorf-based retail group was clearly confirmed. METRO GROUP considers this to be the decisive milestone for the further alignment and accelerated implementation of the growth strategy for Media-Saturn. 

"These court decisions bring the required clarity regarding the control of MSH and pave the way for efficient and fast decision-making processes", said Olaf Koch, CEO of METRO AG. "This represents a clear win for the customers, employees, Management Board and shareholders of Media-Saturn. On the basis of these decisions the main strategic and operational steps can now be implemented much faster and more consistently. In this context, we continue to focus on an intensive cooperation with all shareholders and will ensure that the necessary decisions are taken clearly and swiftly. We will use all our powers to avoid any tactic delays. Media-Saturn can now continue on the path to a strategic realignment which the Management Board had already embarked on and fully focus on business operations. This and only this deserves our attention because our customers are exclusively interested in attractive assortments and services offered at competitive prices in all distribution channels". 

The judgements of the Higher Regional Court and Court of Arbitration concentrated on the establishment of an Advisory Board requested by Metro which is to decide about the key operational and strategic measures at Media-Saturn with a simple majority of the votes. This request has now been approved: the Higher Regional Court confirmed today that the establishment of the Advisory Board is lawful and that the Court of Arbitration called by METRO GROUP is competent when it comes to defining the competences and majority required for the Advisory Board. In its judgement pronounced yesterday, the Court of Arbitration ruled that essential operational and strategic decisions of MSH will in future require the approval of the Advisory Board with a simple majority of the votes. These decisions include: 

  • approval of the annual budget, especially for sales, capex, HR and finance
  • acquisition and divestment of companies and/or shareholdings
  • preparation of the annual financial statements and management report
  • acquisition and disposal of real estate as well as conclusion of lease agreements
  • preparation and change of the rules of procedure for the MSH Management Board

"With the confirmation of our legal opinion the future viability of the company's control specified in the articles of association is safeguarded. The company is now fully operable again. Right from the outset, our exclusive aim was to successfully secure the future of the company together with all its shareholders as well as the Management Board and all employees", said Olaf Koch. "In this context, we rely on a strong management team, an excellent corporate culture and the distinct entrepreneurial spirit reigning within MSH. It is no secret that there is a great need for action and that the realignment of the business model was overdue. We can now address these issues in an all-out common effort. On the part of METRO GROUP, we will do everything to provide the necessary framework for this". 

The main goals of MSH include in particular the realignment of the company's bricks-and-mortar business as well as the uncompromising rollout of its online offering. "We are enthusiastic to see with which intensity the Management Board of MSH is developing the concepts and measures for transforming the company and has already implemented them successfully. We also saw it in the business figures presented in recent weeks. Especially the trend in the German home market is highly encouraging. We are convinced that the positive development of sales and earnings which we have already seen will continue", stressed Koch. "Sticking to outdated principles and policies would have led to a further loss in relevance and attractiveness for our customers and, ultimately, to lasting negative consequences. The Management Board of Metro fully backs the MSH Management Board and deems the strategy it is working on to be absolutely coherent". 

Koch added: "With these court decisions, we have achieved a very important milestone for the sustainability of MSH. At the same time, all speculations relating to a consolidation of MSH - which was never put into question by Metro - and also the economic risks involved have finally been shelved for good. This is also an important signal for our shareholders. Media-Saturn forms an integral part of METRO GROUP and is a company with an enormous potential. Our task now is to concentrate on leveraging this potential in the interest of the company, its employees and shareholders". Düsseldorf-based METRO GROUP holds a 75 percent stake in Media-Saturn, the leading consumer electronics retailer in Europe. 

The Higher Regional Court Munich also decided on Thursday that lodging an appeal with the Federal Court of Justice against the judgement is not admissible. METRO GROUP was represented before the court by the law firm Bub, Gauweiler & Partner.