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Delivery Hero SE / Key word(s): Agreement/Capital Increase
Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation - MAR)
Delivery Hero SE entered into an agreement to acquire approx. 39.4%, on a non-diluted basis, of the shares in Spanish GlovoApp23, S.L. resulting in a majority stake in Glovo, and resolved on a capital increase against contribution-in-kind and exclusion of subscription rights
Berlin, 31 December 2021 - Today, Delivery Hero SE ("Delivery Hero" or the "Company", ISIN: DE000A2E4K43, Frankfurt Stock Exchange: DHER) agreed to acquire approx. 39.4% of the shares, on a non-diluted basis, in GlovoApp23, S.L, ("Glovo"), a pioneering multi-category delivery app and one of the world's leading delivery platforms, resulting in Delivery Hero holding a majority stake in Glovo (the "Transaction").
Founded in Barcelona in 2015, Glovo operates in 25 countries across Europe, Central Asia and Africa. The Glovo app connects users with restaurants, grocery chains, pharmacies and retail stores, and also includes an "anything" category that allows users to order whatever they want in their city. Delivery Hero has held an interest in Glovo since 2018 and currently holds approx. 43.8% in Glovo shares on a non-diluted basis.
Based on preliminary numbers provided by Glovo, in the financial quarter which ended on 30 September 2021, Glovo's business achieved revenues of EUR 151 million, with gross transaction value reaching EUR 574 million, representing a 97% increase from previous year. In the same quarter Glovo delivered 36 million orders, more than doubling from previous year, and is currently working with approx. 15 million yearly active users, 130,000 monthly active partners and 70,000 monthly active couriers.
Delivery Hero will acquire the shares in Glovo from several Glovo shareholders (the "Selling Shareholders"). The remaining Glovo shareholders including any potential pre-approved new Glovo shareholders, which are not parties to the Transaction as of today, will be entitled, until 31 January 2022, to adhere to the Transaction on the same terms.
Delivery Hero will acquire the Glovo shares against the issuance of new shares in Delivery Hero. The number of newly issued shares that each of the Selling Shareholders will receive in exchange for each Glovo share upon closing of the Transaction reflects a fixed exchange ratio. In case of a significantly delayed closing, Delivery Hero would, under certain circumstances, settle the consideration in cash, upon mutual agreement by the parties.
The Transaction values Glovo, on a fully-diluted and cash free and debt free basis, at EUR 2.3 billion before certain adjustments. The consideration for the Transaction paid to the Selling Shareholders will consist of approx. 7.9 million new Delivery Hero shares (equaling approx. 2.8% of Delivery Hero's shares outstanding following the Transaction). Assuming the Delivery Hero closing share price as of 30 December 2021 (XETRA: EUR 98.00) would be the same as the volume-weighted average trading price of the Delivery Hero shares during the thirty trading days prior to closing of the Transaction (the "Closing Share Price"), the amount of the cash consideration would be approx. EUR 780 million if Delivery Hero settles the purchase price in cash instead of new shares. Should all other current and new pre-approved Glovo shareholders duly and timely adhere to the Transaction (on the same terms and conditions as the Selling Shareholders), the consideration would increase by an additional amount of 3.8 million new Delivery Hero shares (equaling approx. 1.3% of Delivery Hero's pro forma shares outstanding) or, if paid in cash, based on the above assumption, a cash amount of approx. EUR 380 million. In addition, the Transaction documents provide for certain adjustments of the consideration in case of certain third-party transactions taking place at a higher share valuation before or within a period of 12 months after the closing date.
Under certain circumstances, closing of the Transaction may be postponed by up to 15 months. In this case, Delivery Hero would be required to issue up to approx. 0.8 million additional shares, assuming that the share price as of 30 December 2021 equals the Closing Share Price, as a premium to the purchase price, which premium Delivery Hero may elect to settle in cash.
For the purposes of the Transaction, the Management Board of Delivery Hero, with the approval of the Supervisory Board of Delivery Hero, has resolved, in principle, today to increase the Company's capital against contribution-in-kind from authorized capital under the exclusion of subscription rights to issue up to approx. 12.5 million new shares in Delivery Hero to cover the shares that may be required to be issued in connection with the Transaction.
Under certain circumstances, Delivery Hero shall pay, upon closing, to certain Glovo shareholders that have not adhered to the Transaction, the consideration for the Glovo shares in cash.
In connection with the Transaction, Delivery Hero committed to provide a back-stop financing of up to approx. EUR 250 million to Glovo, in several tranches, in the course of 2022.
Furthermore, the management and employees of Glovo will be entitled to receive up to approx. 7.2 million Delivery Hero shares (assuming that part of the options under the current Glovo employee stock option program will be rolled over to the Delivery Hero equivalent plan) over the following 4 years, whereby any vested entitlements under such employee stock option plan shall be converted into new Delivery Hero shares at the same exchange ratio as the new Delivery Hero shares to be issued at closing of the Transaction.
The closing of the Transaction is subject to certain customary conditions and regulatory approvals, including merger control clearance in several countries, and is expected to occur in the second quarter of 2022.
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This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Delivery Hero SE ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Delivery Hero SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
31-Dec-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Delivery Hero SE
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