METRO AG (DB:MEO) agreed to spin off the wholesale and food specialist group on March 30, 2016. METRO AG will demerge into two independent companies: Wholesale and Food Specialist group, comprising METRO, MAKRO and their associated entities as well as Real, and Consumer Electronics products and services group, comprising Media-Saturn and its portfolio of strong formats and brands. The spin-off will be carried in a 1:1 ratio. The preferred stocks can be converted due to the same scheme in a 1:1 ratio. The demerger would be executed through a spin-off of METRO Cash and Carry, Real and other related businesses and services companies from current METRO AG, which would subsequently fully focus on the consumer electronics sector under a new company name. Both the entities would become individually stock-listed and will have their own management and supervisory Boards.

The wholesale and food business will be spun off into a separate listed entity which will be headed by Olaf Koch, current chief executive of Metro. The new entity comprising of remaining METRO AG business will trade under the name of Ceconomy while the distributed business will take METRO AG name in future. The transaction is subject to the approval of the respective Supervisory Boards and customary approvals. The shareholders of METRO will be invited to a General Meeting in order to discuss and vote on the proposed demerger.

Haniel, Schmidt-Ruthenbeck and Beisheim, METRO AG's anchor shareholders support the proposal. Upon completion, Metro's existing shareholders will own around 90% of the wholesale and food business, while the retailer will own the remaining 10%, thus strengthening the capital base of the consumer electronics business. The transaction is expected to close by mid-2017. In spring the Board of METRO's Board approved the spin off. From September 30, 2016, Media Saturn will be divided pro-forma into two separate units. The management is taken over by the current Media Saturn boss Pieter Haas. Pieter Boone, so far responsible for the business with Cash & Carry stores in the management Board of METRO will handle the daily business in the new company; Christian Baier will take over the finances.

Mark Frese, the current Chief Financial Officer of METRO will be highest controller in the company for the consumer electronics. Jürgen Steinemann, current chief controller of Metro, will take over the chairmanship of the supervisory board of the food division. Jürgen Fitschen will be the supervisory board chairperson of the electronics chain. Dieter Hague Molkenteller the previous general counsel of METRO AG will become the management board member for law & compliance in Ceconomy. The supervisory board must still approve all management board personnel. The wholesale (Cash & Carry) as well as Real will continue to operate under the name of Metro. In addition, there will be a company for entertainment electronics called Ceconomy with the brands Media Markt, Saturn and Redcoon. On February 6, 2017, shareholders will discuss the planned split off into two independent companies. On February 6, 2017, the shareholders of METRO AG approved the deal. The transaction is expected to close in mid 2017.

Arndt Stengel, Christoph Rothenfusser, Matthias Schell, Mathias Eisen, Markus Messinger and Leopold Riedl of Milbank, Tweed, Hadley & McCloy LLP acted as legal advisors for METRO. Majid Ishaq, Karim Mattar, Kai Tschoeke, Manuel Hoffmann, Stefan Albrecht, Christian Kolodinski, Marcus Broecker of N M Rothschild & Sons Limited acted as financial advisor for Metro. Dirk Busch, Reinhold Ernst, Andreas Austmann, Carsten Schapmann, Manuela Roeding, Cecila Di Ció, Caspar Haarmann, Oda Goetzke, Dominik Heß, Katharina Hesse, Richard Suermann and Ralph Defren of Hengeler Mueller, Jens Schönfeld, Ingo Stangl, Andreas Schumacher and Malte Bergmann of Flick Gocke Schaumburg and Norbert Schneider, Georg Roderburg, Christina Regelski, Philipp Redeker and Thomas Richter of Freshfields Bruckhaus Deringer acted as legal advisor to Metro AG. Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan acted as financial advisors to METRO AG and Ceconomy AG. Marco Carbonare, Ulli Janssen and Alexander Schlee of Linklaters acted as legal advisor to Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan. Marco Carbonare, Peter Waltz, Achim Kirchfeld, Michael Ehret, Ulli Janssen, Alexander Schlee, Carsten Rauch, Charles Eypper, Maximilian Meyer, Daria Latysheva, J.R. Neuville, Rémy Bonneau and Laurence Ouverleaux of Linklaters acted as legal advisor to the bank consortium.

METRO AG (DB:MEO) completed the spin off the wholesale and food specialist group for € 6.5 billion on July 12, 2017. The business has been renamed to Metro Wholesale & Food Specialist AG.