Russan retailer Victoria acquired by DIXY Group

DIXY Group – one of the Russia’s leading FMCG retailers – announces that the key shareholders of both Groups have reached arrangements for the acquisition of 100% shares in Victoria Group of Companies.

Victoria Group of Companies is a Top-10 Russia’s leading food retail chain by revenue and number of stores, which operates the neighbourhood store, discounter, supermarket and cash & carry formats. As of 31 December 2010 Victoria operated 257 stores under the brands "Kvartal", "Deshevo", "Victoria", “Semeynaya Kopilka” and "CASH", with a total space of over 271 thousand sq.m. and total selling space of over 120 thousand sq.m. in Moscow and Moscow region, Saint-Petersburg and Leningrad region, Kaliningrad and Tula regions.

As a result of the transaction, DIXY Group will increase its revenues by over than 50% and significantly strengthen positions in two key regional markets of Russia (Central and Northwestern Federal Districts). The transaction also sets up a basis for future growth and improvement of operational and financial indicators, among other things, through achieving synergy effect from integration of purchasing, logistics and marketing. The united company will become the third largest Russia’s food retailer by revenue, selling space and number of stores, with (as of 31 December 2010) 903 stores and total selling space over 348 thousand sq.m.

Both parties expect to complete the transaction by the end of May 2011. The transaction will require Federal Antimonopoly Service approval, consent of DIXY Group’s financial creditors, as well as approval by an extraordinary general meeting of existing DIXY Group shareholders.

Transaction is valued at around RUR 20 bln., excluding current Victoria Group financial debt. DIXY Group will pay in part by cash, and in part by DIXY Group shares. As a result, existing Victoria shareholders will become minority shareholders in the combined company (holding less than 15%), and the Mercury Group of Companies (DIXY Group’s controlling shareholder) will own 50% + 1 share in the united company. In order to finance the acquisition, DIXY Group will attract loan in the amount of RUR 4.5 bln and will issue additional shares on the pre-emptive rights basis to its existing shareholders.