METRO AG’s Strategic Exit from Frankfurt: A New Era of Agility or a Retreat from Public Scrutiny?

The Frankfurt Stock Exchange, a cornerstone of European capital markets, will no longer host METRO AG’s shares after April 16, 2025. The delisting, formally approved by the exchange on April 11, 2025, marks a pivotal shift for the global food wholesale giant as it transitions to over-the-counter (OTC) trading. This move, driven by EP Global Commerce GmbH (EPGC)—a holding company controlled by investor Daniel Křetínský—reflects a strategic realignment aimed at reducing regulatory burdens and accelerating its sCore growth strategy. Yet, questions linger about the implications for investors and the broader market.

The Catalyst: A Delisting Offer and Majority Control

EPGC, which holds nearly 50% of METRO’s shares, launched a public delisting offer in late 2024, acquiring remaining shares at €5.33 per ordinary and preference share. This price represents a 12% premium over the stock’s three-month average but remains 30% below its 2020 peak. METRO’s Management Board acknowledged the offer undervalues its long-term potential under its sCore strategy, which prioritizes digitalization, international expansion, and operational efficiency. However, they endorsed the move, citing the need to “streamline operations and focus on core growth initiatives.”

The delisting’s approval follows EPGC’s acquisition of the remaining shares not held by its non-tender agreements with major shareholders like BC Equities and Beisheim Holding, which collectively own ~24.99% of METRO. Despite their refusal to tender, EPGC’s majority stake ensured the process proceeded without minimum acceptance thresholds.

Strategic Rationale: Shedding Regulatory Constraints

METRO’s exit from the Prime Standard segment of the Frankfurt Stock Exchange eliminates its obligations under stringent post-admission rules, including quarterly financial disclosures, governance reporting, and compliance with the EU’s Market Abuse Regulation (MAR). This regulatory relief is estimated to reduce annual compliance costs by €2–3 million, freeing resources for reinvestment in its sCore pillars:
1. Digitalization: Expanding its METRO MARKETS online B2B platform, which already serves 30+ countries.
2. Sustainability: Investing in carbon-neutral logistics and supply chains.
3. Operational Efficiency: Consolidating warehouses and optimizing inventory systems.

Risks and Considerations for Investors

While the delisting reduces administrative overhead, it introduces risks for minority shareholders. OTC trading, where shares now trade at $5.45, offers far less liquidity and visibility than a regulated market. The absence of public disclosures may also hinder investor confidence, as the company’s financial health and strategic progress will rely solely on voluntary updates.

Additionally, EPGC’s “taking private” plan raises governance concerns. While the agreement preserves METRO’s management team and Düsseldorf headquarters, the loss of public accountability could delay or dilute sCore’s execution if priorities shift.

The sCore Strategy: A Path to Long-Term Value?

The sCore strategy’s success hinges on accelerating METRO MARKETS’ growth. The platform, which connects SMEs with suppliers in 34 countries, reported a 34% year-over-year revenue increase in 2024, driven by demand for omnichannel solutions. If this momentum continues, METRO’s valuation could rise significantly. However, execution risks remain: scaling digital infrastructure requires substantial upfront investment, and competition from rivals like Alibaba’s 1688 and Amazon’s B2B platforms is intensifying.

Conclusion: A Calculated Gamble with Mixed Signals

METRO’s delisting is a bold move with both strategic merit and inherent risks. On one hand, shedding regulatory burdens could unlock €20–30 million in annual savings by 2026, enabling aggressive reinvestment in high-growth areas like digital platforms and sustainability. The sCore strategy’s early traction—such as a 40% YoY rise in digital sales in Q4 2024—suggests potential for long-term value creation.

On the other hand, the move reflects EPGC’s preference for private control over public accountability. Minority shareholders now face reduced liquidity and transparency, while METRO’s valuation (at ~€1.2 billion post-delisting) may struggle to attract institutional investors.

For long-term investors aligned with the sCore vision, METRO’s OTC shares could offer asymmetric upside if its digital pivot succeeds. However, those seeking liquidity and governance rigor may view this as a strategic retreat—one that prioritizes agility over market scrutiny.

As METRO’s shares fade from Frankfurt’s screens, the true test begins: Can a privately held model drive the transformation needed to reclaim its position as a global retail leader? The next 18 months will be critical.