Zalando Has Secured More Than 90% of ABOUT YOU’s Share Capital Without Treasury Shares and Announces Firm Intention To Implement a Squeeze-Out of Minority Shareholders of ABOUT YOU

Rhea-AI Summary

Zalando SE has successfully secured over 90% of ABOUT YOU Holding SE's share capital (excluding treasury shares) through its public takeover offer and related agreements. The acceptance period for the takeover offer concluded on March 6, 2025, with final results to be published on March 11, 2025.

Following this achievement, Zalando has announced its firm intention to implement a squeeze-out of remaining minority shareholders after the takeover closing, expected in summer 2025. The company plans to execute this through either a merger squeeze-out or a direct squeeze-out if 95% ownership is reached. Both scenarios will provide minority shareholders with adequate cash compensation, with the exact amount to be determined later.

The completion of the takeover offer remains subject to regulatory approvals.

Positive

• Secured over 90% ownership threshold required for squeeze-out
• Clear path to full acquisition of ABOUT YOU
• Strategic consolidation of e-commerce operations

Negative

• Pending regulatory approvals could delay completion
• Additional cash outlay required for minority shareholder compensation
• Extended timeline until summer 2025 for deal completion

BERLIN, GERMANY / ACCESS Newswire / March 7, 2025 / Zalando SE (Zalando) has successfully secured more than 90% of the share capital of ABOUT YOU Holding SE (ABOUT YOU) without treasury shares through its public takeover offer (Takeover Offer) and related agreements. The acceptance period for the Takeover Offer expired at midnight (CET) on 6 March 2025. The final results of the Takeover Offer will be published on 11 March 2025. Closing of the Takeover Offer, which is still subject to regulatory approvals, is expected to take place in summer 2025.

On this basis, Zalando has the firm intention to implement a squeeze-out of the remaining minority shareholders of ABOUT YOU following closing of the Takeover Offer and the agreements entered into with key shareholders. Zalando has informed the management board of ABOUT YOU about this firm intention today. Zalando plans to implement the squeeze-out in connection with a merger of ABOUT YOU as transferring entity with Zalando or a wholly-owned subsidiary of Zalando as acquiring entity (merger squeeze-out), unless Zalando reaches an ownership of 95% of the relevant shares, which enables a direct squeeze-out without merger. In both cases, Zalando would acquire the remaining shares of ABOUT YOU in exchange for an adequate cash compensation. The amount of the cash compensation per ABOUT YOU share will be determined at a later date.

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 building the leading pan-European ecosystem for fashion and lifestyle e-commerce around two growth vectors: Business-to-Consumer (B2C) and Business-to-Business (B2B). In B2C, we offer an inspiring and quality multi-brand shopping experience for fashion and lifestyle products to more than 50 million active customers in 25 markets. In B2B, we are using our logistics infrastructure, software and service capabilities to help brands and retailers run and scale their entire e-commerce business, on or off Zalando. As an ecosystem, Zalando aims to enable positive change for 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.

SOURCE: Zalando SE

View the original press release on ACCESS Newswire

FAQ

What percentage of ABOUT YOU shares has Zalando secured in the takeover offer?

Zalando has secured more than 90% of ABOUT YOU's share capital, excluding treasury shares.

When will the ZLDSF takeover of ABOUT YOU be completed?

The takeover is expected to close in summer 2025, subject to regulatory approvals.

How will Zalando implement the squeeze-out of ABOUT YOU minority shareholders?

Zalando plans either a merger squeeze-out or a direct squeeze-out if 95% ownership is reached, with minority shareholders receiving cash compensation.

When will ABOUT YOU shareholders know the final cash compensation amount for the squeeze-out?

The exact amount of cash compensation per share will be determined at a later date, not specified in the announcement.

When will the final results of the ZLDSF takeover offer for ABOUT YOU be published?

The final results of the takeover offer will be published on March 11, 2025.