EQS-News: Zalando launches public tender offer for ABOUT YOU

Zalando launches public tender offer for ABOUT YOU

• Offer document published today following approval by BaFin
• Acceptance period starts today and is expected to end on 17 February 2025
• Offer price of EUR 6.50 euros per share represents a premium of 12% to the median analyst target price of EUR 5.80 and a premium of 107% to ABOUT YOU’s 3-month volume-weighted average share price on 10 December 2024
• Management board and supervisory board of ABOUT YOU welcome and support the offer
• Takeover offer is not subject to a minimum acceptance threshold; customary closing conditions apply as described in the offer document

Berlin, 20 January 2025 // Zalando SE (the “Bidder” or “Zalando”) today published the offer document for its voluntary public takeover offer (the “Takeover Offer”) for the shares of ABOUT YOU Holding SE (“ABOUT YOU”) following the approval by the German Federal Financial Supervisory Authority (“BaFin”).

Beginning today, ABOUT YOU shareholders can accept the Takeover Offer and tender their ABOUT YOU shares at a price of EUR 6.50 per share in cash, which represents a premium of 12% to the median analyst target price of 5.80 euros and a premium of 107% to ABOUT YOU’s 3-month volume-weighted average share price on 10 December 2024, the last trading day prior to the announcement from Zalando of its intention to submit a Takeover Offer.

Through agreements with the major shareholders of ABOUT YOU, Otto Group, Otto Family, HEARTLAND and all three founders and members of the management board of ABOUT YOU, and further purchases, Zalando has already secured almost 80% of the share capital of ABOUT YOU for the transaction. The transaction comes with compelling value creation opportunities that the two companies, operating in the same industry, can generate by collaborating in a wide range of areas. 

Subject to their review of the offer document, the management board and supervisory board of ABOUT YOU support the Takeover Offer and intend to recommend that ABOUT YOU shareholders accept the Takeover Offer.

The acceptance period is expected to end at 24:00 hours on 17 February 2025 (CET). The Takeover Offer is not subject to a minimum acceptance threshold. Closing of the transaction is expected in summer of 2025, subject to obtaining relevant regulatory approvals.

Details on how the Takeover Offer can be accepted are set out in the offer document. ABOUT YOU shareholders should contact their respective custodian banks to tender their shares and inquire for any relevant deadlines set by their custodian banks which may require actions prior to the formal end of the acceptance period.

The offer document and a non-binding English translation is now available online at https://www.the-perfect-fit.de/. The offer document is also available free of charge from BNP Paribas S.A., Niederlassung Deutschland, Senckenberganlage 19, 60325 Frankfurt am Main, Germany (please send your request, quoting your full address, by fax to +49-69-1520-5277 or by e-mail to frankfurt.gct.operations@bnpparibas.com).
 

Contact:

Zalando SE
Valeska-Gert-Straße 5, 10243 Berlin
Germany
Registered with the Commercial Register of the local court (Amtsgericht) of Charlottenburg under HRB: 158855 B
Listed: Regulated Market (Prime Standard) in Frankfurt
ISIN: DE000ZAL1111

Zalando Media and Investor Relations contact:

Media inquiries
Sarah Syed
Business & Financial Communications
presse@zalando.de

Investor/Analyst inquiries
Patrick Kofler
Investor Relations
investor.relations@zalando.de 

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 more than 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.

Important information:

This press release 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 Holding SE. The final terms and conditions and other provisions relating to the Takeover Offer are disclosed in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of securities of ABOUT YOU Holding SE are strongly recommended to read the offer document and all other announcements in connection with the Takeover Offer as soon as they are published, as they contain or will contain important information. The Takeover Offer is made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border takeover offers.

The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares of ABOUT YOU Holding SE outside the Takeover Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

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 SE and the persons acting in concert with it. The forward-looking statements are based on current plans, estimates and projections made by Zalando SE and the persons acting in concert with Zalando SE 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 SE or the persons acting in concert with Zalando SE. These expectations and forward-looking statements may prove to be inaccurate and actual developments may differ materially from forward-looking statements. Zalando SE and the persons acting in concert with Zalando SE do not assume any obligation to update the forward-looking statements with respect to actual developments or events, general conditions, assumptions or other factors.

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