par Zalando SE (isin : DE000ZAL1111)
EQS-Adhoc: Zalando SE: Agreement on business combination and public takeover offer to the shareholders of ABOUT YOU Holding SE.
EQS-Ad-hoc: Zalando SE / Key word(s): Mergers & Acquisitions/Tender Offer
Zalando SE: Agreement on business combination and public takeover offer to the shareholders of ABOUT YOU Holding SE.
11-Dec-2024 / 07:54 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Zalando SE: Agreement on business combination and public takeover offer to the shareholders of ABOUT YOU Holding SE.
Berlin, December 11, 2024. Zalando SE, with its registered seat in Berlin, Germany (“Zalando”) (ISIN: DE000ZAL1111) today entered into a business combination agreement (“BCA”) with ABOUT YOU Holding SE, with its registered seat in Hamburg, Germany (“ABOUT YOU”) on a strategic business combination. Immediately after the conclusion of the BCA, Zalando publishes its decision pursuant to Section 10 para. 1 sent. 1 of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) to launch a public takeover offer to the shareholders of ABOUT YOU (“Takeover Offer”). Subject to the determination of the statutory minimum price and the final determination in the offer document, Zalando will offer EUR 6.50 in cash (“Offer Price”) as consideration for each share of ABOUT YOU tendered to the Bidder. Zalando will finance the Takeover Offer from existing cash reserves.
The conclusion of the BCA and the business combination between Zalando and ABOUT YOU is intended to lay the foundation for the joint creation of an e-commerce ecosystem in the European fashion and lifestyle market in order to better serve customers and partners through complementary offerings. From the parties’ perspective, the business combination offers convincing value creation opportunities for the parties and stakeholders involved. In the B2C segment, Zalando intends to pursue a dual-brand strategy in the future following the completion of the Takeover Offer, in which different and separate shopping experiences are to be offered in order to better meet the specific needs of customers and partners. With regard to B2B, the parties are convinced that ABOUT YOU’s B2B business will ideally complement and supplement Zalando’s B2B e-commerce operating system. The parties are also convinced that the business combination will help to contribute to positive change for a more sustainable and inclusive future of the fashion and lifestyle industry. The combined business of Zalando and ABOUT YOU aims an adjusted EBIT margin of between 10% and 13%.
While recognizing the responsibility of the supervisory board of ABOUT YOU under corporate law, it is intended to work towards ensuring that the three founders and current members of the management board of ABOUT YOU continue their successful work even after completion of the Takeover Offer and remain as members of the management board of ABOUT YOU. Subject to the closing of the Takeover Offer, the members of the management board of ABOUT YOU will acquire a certain number of Zalando shares as participation in the combined company, which Zalando currently holds as treasury shares.
In addition, the parties have also agreed to engage in a constructive dialogue with the employees of both companies and their representatives with the aim of maintaining the excellent employee base and corporate culture.
Furthermore, Zalando today has entered into binding agreements with the major shareholders of ABOUT YOU, including Otto (GmbH & Co KG), members of the Otto Family and an investment company controlled by HEARTLAND A/S (the “Major Shareholders”), in which they have undertaken to sell all of the ABOUT YOU shares held by them at the Offer Price by accepting the Takeover Offer or separately. In addition, Zalando has entered into binding agreements with all three founders and members of the management board of ABOUT YOU, in which they have in particular undertaken to accept the Takeover Offer with respect to part of the ABOUT YOU shares held by them. The total ABOUT YOU shares subject to these agreements with the Major Shareholders and the founders and members of the management board of ABOUT YOU correspond to approximately 73% of the share capital of ABOUT YOU.
The delivery of the ABOUT YOU shares pursuant to the share purchase agreements and the completion of the Takeover Offer will be subject to customary closing conditions, including the receipt of the required regulatory approvals. The achievement of a minimum acceptance threshold will not be a condition for completion.
Person making the notification: Dr. Martin Bredol, Senior Lead Corporate Law
Investor/Analyst inquiries:
Patrick Kofler
Investor Relations
investor.relations@zalando.de
+49 (0) 30 20968 1584
Media inquiries:
Carolyn Groß
Business & Financial Communications
presse@zalando.de
+49 (0) 151 22189 977
End of Inside Information
Information and Explanation of the Issuer to this announcement:
Important information:
This announcement is for information purposes only and does not constitute a solicitation to sell or an offer to buy any of the securities of ABOUT YOU. The final terms and conditions and other provisions relating to the Takeover Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted publication. Zalando reserves the right to deviate from the key data presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of securities of ABOUT YOU are strongly advised to read the offer document and all other announcements relating to the Takeover Offer as soon as they have been made public, as they contain or will contain important information.
Insofar as this document contains forward-looking statements, these do not represent facts and are identified by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of Zalando and the persons acting in concert with it. The forward-looking statements are based on current plans, estimates and projections made by Zalando and the persons acting in concert with Zalando to the best of their knowledge, but make no representation as to their future accuracy. Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the control of Zalando or the persons acting in concert with Zalando. These expectations and forward-looking statements may prove to be inaccurate and actual developments may differ materially from forward-looking statements. Zalando and the persons acting in concert with Zalando do not assume any obligation to update the forward-looking statements with respect to actual developments or events, general conditions, assumptions or other factors.
About Zalando
Founded in Berlin in 2008, Zalando is Europe’s leading online multi-brand fashion destination. We are building a pan-European ecosystem for fashion and lifestyle e-commerce, along two growth vectors: Business-to-Consumer (B2C) and Business-to-Business (B2B). In B2C, we provide an inspiring, high-quality multi-brand shopping experience for fashion and lifestyle products to nearly 50 million active customers across 25 markets. In B2B, we leverage our logistics infrastructure, software, and service capabilities to support brands and retailers in managing and scaling their entire e-commerce business, both on and off the Zalando platform. Through our ecosystem vision, Zalando aims to enable positive change in the fashion and lifestyle industry.
11-Dec-2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com
| Language: | English |
| Company: | Zalando SE |
| Valeska-Gert-Straße 5 | |
| 10243 Berlin | |
| Germany | |
| E-mail: | investor.relations@zalando.de |
| Internet: | https://corporate.zalando.de |
| ISIN: | DE000ZAL1111 |
| WKN: | ZAL111 |
| Indices: | DAX |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
| EQS News ID: | 2048433 |
| End of Announcement | EQS News Service |
2048433 11-Dec-2024 CET/CEST