EQS-Adhoc: Zalando SE: Agreement on business combination and public takeover offer to the shareholders of ABOUT YOU Holding SE.

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