ABOUT YOU and Zalando agree on business combination and public takeover offer by Zalando to the shareholders of ABOUT YOU

Hamburg, December 11, 2024 – ABOUT YOU Holding SE with seat in Hamburg (ISIN DE000A3CNK42) (“Company”), has entered into an agreement with Berlin based Zalando SE (“Zalando”) for a strategic business combination (Business Combination Agreement, “BCA”). The conclusion of the BCA and the combination of the two companies 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 with complementary offerings.

In order to implement the business combination, Zalando intends to make a voluntary public takeover offer (“Takeover Offer”) to the shareholders of the Company for the acquisition of all shares in the Company against payment of a cash consideration of EUR 6.50 per share, subject to the determination of the statutory minimum price and the final determination in the offer document. Zalando will finance the Takeover Offer from existing cash capital resources.

The major shareholders of the Company, including Otto GmbH & Co KG, members of the Otto family, an investment entity controlled by Heartland and all three founders and members of the Company’s Management Board, have irrevocably committed to sell all of their shares in the Company at the offer price in connection with the Takeover Offer. The total number of the Company’s shares subject to such commitments corresponds to approximately 73% of the share capital and voting rights of the Company.

The consummation of the Takeover Offer will be subject to customary closing conditions, including the required regulatory approvals. The achievement of a minimum acceptance threshold will not be a condition to closing.

Furthermore, the Supervisory Board has extended today the appointment and service agreements of the members of the Company’s Management Board by six months until the end of October 15, 2025. Subject to the responsibility of the Supervisory Board, it is intended that the three founders and current members of the Management Board will be represented on the Company’s Management Board also following the consummation of the Takeover Offer. Subject to the closing of the Takeover Offer, the members of the Company’s Management Board will acquire a certain number of Zalando shares as participation in the combined company, which Zalando currently holds as treasury shares.

The Management Board and the Supervisory Board of the Company welcome the Takeover Offer. Subject to detailed review of the offer document, the members of the Management Board and Supervisory Board support the Takeover Offer and intend to recommend to accept it.

Contact for investors and analysts:
Frank Böhme
Head of Investor Relations & Communications
ir@aboutyou.com

Media contact:
Laila Helmy
Head of Corporate Communications
presse@aboutyou.com