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Dixons Retail, Europe’s No. 2 electricals retailer, and Carphone, Europe’s largest independent mobile-phone retailer, have confirmed they have reached agreement on the terms of a recommended all-share merger. The pair revealed they were in talks over a possible merger in February 2014.
The Merger will result in each of Dixons’ and Carphone’s Shareholders holding exactly 50 per cent of Dixons Carphone on a fully diluted basis taking into account existing share options and award schemes for both companies.
Under the terms of the Merger, Dixons Shareholders will receive 0.155 of a New Dixons Carphone Share in exchange for each Dixons Share
The pair say the merged entity, to be called ‘Dixons Carphone plc’, will create a leader in European consumer electricals, mobiles, connectivity and related services and that the merger will deliver significant value to shareholders through a combination of enhanced commercial opportunities and operating synergies.
The Merger will be conditional on, amongst other things, the approval of Carphone Shareholders and Dixons Shareholders, the sanction of the Scheme by the Court and relevant anti-trust clearances being received.
Sir Charles Dunstone, Chairman of Carphone said: “We are incredibly excited about the opportunity today’s news brings to our organisations, our consumers and our investors. Both Carphone and Dixons have a huge commitment to delivering the consumer the very best service, product and advice around the connected world. We have a deep respect for each other and we see the merger of these two great companies as an opportunity to bring our skills together for the consumer and create a new retailer for the digital age. We are also creating jobs and we see many opportunities for further growth. This is a new chapter for both businesses and we are energised and proud to be part of what will be another fantastic journey for consumers and shareholders.”
John Allan, CBE, Chairman of Dixons said: “This merger will create a new, world class British retailer for the new digital age, with new opportunities for growth and greater scale and reach. Colleagues of both complementary businesses are experts in their fields, with a shared passion for technology, connectivity and brilliant service. Coming together when both companies are flourishing, we will create a stronger business for our customers, colleagues and shareholders – for now and the future.”