On December 11, 2024, longstanding S&C client Zalando announced its decision to submit a public takeover offer to the shareholders of ABOUT YOU.
The planned offer of €6.50 per share values ABOUT YOU at €1.1 billion (equity value) and represents a premium of 12% to the median analyst target price of €5.80 and a premium of 107% to ABOUT YOU’s 3-month volume-weighted average share price on 10 December 2024.
The two companies had entered into a business combination agreement (BCA) on a strategic business combination intended to jointly creating a pan-European e-commerce ecosystem. The transaction unlocks significant value-creation opportunities for the parties and stakeholders involved in areas such as B2B, logistics, payments and commercial collaboration.
Major ABOUT YOU shareholders Otto Group, members of the Otto Family, an investment company controlled by HEARTLAND A/S, and ABOUT YOU Management Board Members entered into binding agreements to sell their ABOUT YOU shares, representing approximately 73% of the share capital of ABOUT YOU, through accepting the public offer or separately, to Zalando.
Founded in Berlin, Zalando is Europe’s leading online multi-brand fashion destination and a longtime client of the S&C Frankfurt office. We have advised Zalando ever since their IPO and Frankfurt listing in 2014. The ABOUT YOU takeover is the most significant acquisition in Zalando’s company history.
ABOUT YOU is an internationally operating e-commerce group, based in Hamburg. An S&C Frankfurt team advised ABOUT YOU on its IPO and Frankfurt listing in 2021.
S&C advised our client Zalando on all M&A, Regulatory and Antitrust aspects of this transaction. The M&A team is led by Carsten Berrar and Peter Klormann and includes Frederic Dreher, Lea Detambel, Shajan Kreuter, Tillmann Dehner, Johanna Bierlein and Heiko Blaut. Peter Klormann and Katharina Leonhardt advised on Payment services supervision law matters. Michael Rosenthal, Kolja I. Ortmann and Penelope A. Bergkamp advised on antitrust matters. Clemens Rechberger advised on U.S.-related aspects.