EQS-WpÜG: Takeover Offer / Target company: ABOUT YOU Holding SE; Bidder: Zalando SE

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE VIOLATING THE RELEVANT LEGAL PROVISIONS OF SUCH COUNTRY.

Non-Binding Convenience Translation

Announcement of the decision to launch a voluntary takeover tender offer pursuant to Section 10 para. 1 and para. 3 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)

Bidder:

Zalando SE Valeska-Gert-Str. 510243 BerlinGermanyRegistered with the local court (Amtsgericht) of Charlottenburg under the registration number HRB 158855

Target:

ABOUT YOU Holding SE
Domstr. 10
20095 Hamburg
Germany
Registered with the local court (Amtsgericht) of Hamburg under HRB 170972
ISIN: DE000A3CNK42 (WKN: A3CNK4)

Zalando SE, with its registered seat in Berlin, Germany (the “Bidder” or “Zalando”) has today, on December 11, 2024, decided, to launch a voluntary public takeover offer in the form of a cash offer to the shareholders of ABOUT YOU Holding SE, with its registered seat in Hamburg, Germany (“Target Company” or “ABOUT YOU”) to acquire all no-par value bearer shares of the Target Company with a notional interest in the share capital of EUR 1.00 each (“Takeover Offer”). Subject to the determination of the statutory minimum price and the final determination in the offer document, the Bidder will offer EUR 6.50 in cash (“Offer Price”) as consideration for each share of the Target Company tendered to the Bidder.

Zalando and ABOUT YOU today entered into a business combination agreement (“Business Combination Agreement”), which sets out the material terms of the Takeover Offer as well as the mutual intentions and the parties’ common understanding of the intended combination of the two companies. On the basis of the Business Combination Agreement, the management board and supervisory board of ABOUT YOU support the Takeover Offer.

Furthermore, the Bidder 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, the Bidder 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 reaching of a minimum acceptance threshold will not be a closing condition.

The offer document for the Takeover Offer (in German and a non-binding English convenience translation) will be available on the Internet at https://www.the-perfect-fit.de after publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The Bidder 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.

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 public Takeover Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted publication. The Bidder reserves the right to deviate from the key data presented here in the final terms and conditions of the public 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 public Takeover Offer as soon as they have been made public, as they contain or will contain important information.

The Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz) and with certain provisions of the securities laws of the United States of America applicable to cross-border takeover offers. The Offer will not be made in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Offer have been or will be filed, caused or granted outside the Federal Republic of Germany. Investors and holders of securities of ABOUT YOU cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no takeover offer will be made, directly or indirectly, in any jurisdiction in which such offer would constitute a violation of the relevant national law.

To the extent permissible under applicable law, the Bidder reserves the right, to purchase additional ABOUT YOU shares, directly or indirectly, outside of the offer, on or off the stock exchange. If such acquisitions take place, information on such acquisitions, including the number of ABOUT YOU shares acquired or to be acquired and the consideration paid or agreed upon, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany or any other relevant jurisdiction.

Insofar as this document contains forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting in conjunction with the Bidder assume no obligation to update forward-looking statements with respect to actual developments or events, conditions events, general conditions, assumptions or other factors.

Berlin, December 11, 2024

Zalando SE