Shoprite- Steinhoffeger Merger Talks Collapse as Sides Fail to Agree Terms

Steinhoff International Holdings NV and Shoprite Holdings Ltd. ended talks to create Africa’s biggest retailer after negotiations with shareholders including billionaire Christo Wiese broke down over terms.

Wiese, who is the biggest investor in both companies, South Africa’s Public Investment Corp. and Steinhoff were unable to reach agreement on the share-exchange ratio that would have been applied to the proposed deal, the retailers said in a joint statement on Monday.

The plan to combine the continent’s biggest grocer with Steinhoff’s African brands including clothing chain Pep had left some investors complaining about its complexity when it was first announced in December, sending shares of both retailers tumbling. The stocks rebounded on news that the talks have ended, Steinhoff gaining 5 percent in Frankfurt, where the company moved its main listing from Johannesburg in December, 2015. Shoprite jumped 8.6 percent, the most in six months.
“This is a net gain for Shoprite investors, who were sure they would get the short end of the straw and not get what they think their assets are worth,” Michael Treherne, an analyst at Vestact, said by phone from Johannesburg. “Steinhoff investors are probably relieved that they are not taking on more risk, by taking on additional assets in Africa.”

Under the two-pronged proposal brokered by Wiese, Cape Town-based Shoprite would have acquired Steinhoff’s African retail operations in return for new shares, giving the latter a “significant equity interest” in the enlarged business. That could have ultimately led to Steinhoff, valued at about 22 billion euros ($23.4 billion) after Monday’s rally, acquiring full control of Shoprite, worth 107.8 billion rand ($8.2 billion).
A tie-up would have been the latest step in an acquisition spree that’s taken Steinhoff from Europe to the U.K. and the U.S. The collapse of the talks raises questions about the company’s next move, with one possibility being that it will look at other targets, said Graham Renwick, an analyst at Exane BNP Paribas. In the last year, Steinhoff has bought U.K. discount chain Poundland and U.S. retailer Mattress Firm Holding Corp., while walking away from a bidding contest for the owner of Britain’s Argos chain after the price got too high.

“As they have demonstrated on numerous occasions, Steinhoff is not afraid of walking away from deals where they do not see sufficient value,” Renwick said in a note.

Talks between Steinhoff and Shoprite were initiated and facilitated by their two biggest shareholders — Wiese and South African state-owned PIC, which looks after state pensions and is the continent’s biggest money manager. Wiese, South Africa’s fourth-richest person with a net worth of $5.8 billion, owns about 16 percent of Shoprite and 23 percent of Steinhoff.

Bloomberg