UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Global Blue Group Holding, AG
(Name of Subject Company)
Global Blue Group Holding, AG
(Name of Person Filing Statement)
Registered Ordinary Shares, par value CHF 0.01 per share
Registered Series A Convertible Preferred Shares, par value CHF 0.01 per share
Registered Series B Convertible Preferred Shares, par value CHF 0.01 per share
(Title of Class of Securities)
H33700107
(CUSIP Number)
Jeremy Henderson-Ross
General Counsel
Zürichstrasse 38, 8306 Brüttisellen, Switzerland
+41 22 363 77 40
(Address of principal executive offices)
With copies to:
Elizabeth A. Cooper
Mark C. Viera
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
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| | ☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing relates solely to preliminary communications made before the commencement of a planned tender offer (the “Offer”) by a new wholly-owned Swiss limited liability company of Shift4 Payments, Inc. (“Shift4”) will commence a tender offer (the “Offer”) to acquire all of the outstanding (i) registered ordinary shares, nominal value of CHF 0.01 per share, of Global Blue Group Holding AG, a stock corporation incorporated under the laws of Switzerland (“Global Blue”), at a price per share equal to $7.50, (ii) registered series A convertible preferred shares, nominal value of CHF 0.01 per share, of Global Blue, at a price per share equal to $10.00, and (iii) registered series B convertible preferred shares, nominal value of CHF 0.01 per share, of Global Blue, at a price per share equal to $11.81.
This Schedule 14D-9 filing consists of the following documents relating to the proposed Offer:
• Exhibit 99.1: Press Release, dated February 18, 2025
Important Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Global Blue. A solicitation and an offer to buy shares of Global Blue will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Shift4 intends to file with the SEC. In addition, Global Blue will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase, the letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation statement, will be sent to all shareholders of Global Blue at no expense to them. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by Shift4 and Global Blue with the SEC at the website maintained by the SEC at www.sec.gov. Additional copies may be obtained for free by contacting Shift4 or Global Blue. Copies of the documents filed with the SEC by Global Blue will be available free of charge under the “Filings” section of Global Blue’s website at ir.globalblue.com. In addition, Global Blue shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the tender offer statement.
INVESTORS AND SECURITY HOLDERS OF GLOBAL BLUE AND SHIFT4 ARE URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF GLOBAL BLUE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
Forward-Looking Statements
This communication may contain “forward-looking statements” that are subject to substantial risks and uncertainties. Forward-looking statements contained in this communication may be identified by the use of words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Global Blue and members of its management team. Forward-looking statements may include, without limitation, statements about the potential closing of the proposed acquisition of Global Blue and considerations related to such transaction. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements.
Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how
many of Global Blue’s shareholders will tender their stock in the tender offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived on the anticipated timeframe or at all, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the potential effects of the transaction on relationships with employees, business partners, or governmental entities; uncertainties related to obtaining regulatory approvals or actions, if any; other business effects, including the potential effects of industry, economic or political conditions outside of Global Blue’s control; transaction costs; the risk of litigation and/or regulatory actions related to the proposed transaction; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in Global Blue’s reports filed with the SEC, including annual reports on Form F-20.
All forward-looking statements contained in this communication are based on information available to Global Blue as of the date hereof and are made only as of the date of this release. Global Blue undertakes no obligation to update such information except as required under applicable law. These forward-looking statements should not be relied upon as representing Global Blue’s views as of any date subsequent to the date of this communication. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision about any securities of Global Blue.
EXHIBIT INDEX
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| Exhibit number | Description |
| 99.1 | |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| GLOBAL BLUE GROUP HOLDING AG |
|
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| Date: February 18, 2025 | By: /s/ Jacques Stern |
| Name: Jacques Stern |
| Title: Chief Executive Officer |
Shift4 to acquire Global Blue: A New Strategic Milestone Signy, Switzerland, February 18, 2025 Global Blue, a Europe and APAC-based business partner for the shopping journey, and Shift4, a US-leader in integrated payments and commerce technology, have entered into a definitive agreement under which Shift4 will acquire 100% of Global Blue shares Both companies power billions of transactions annually and aim to provide mission-critical merchant solutions that simplify complex shopping journeys. The combination will create a global leader in commerce and shopping technologies, with a footprint in over 50 countries, serving several hundred thousand of retail and hospitality locations Under the terms of the agreement, Shift4 intends to acquire Global Blue common shares for $7.50 per share Closing is expected to take place by the third quarter of calendar year 2025 Shift4, a leader in integrated payments and technology Shift4 is a global leader in financial technology with a track record in the industry for more than 25 years. It provides a wide range of integrated payment technologies to the retail and hospitality sectors, processing billions of in-person and online transactions. Through its best-in-class technology, Shift4 is simplifying complex payment journeys and changing the way the world experiences commerce. Beyond technology, Shift4 supports over 200,000 clients with advisory services, like business intelligence, revenue optimization and fraud prevention. A common vision and complementary assets with Global Blue Both companies share the same vision of simplifying consumer experiences through integrated technology and advisory services, reinforced by long-lasting partnerships and a culture of operational excellence, in the retail and hospitality industries. Similar to Shift4, Global Blue aims to simplify complex consumer journeys across more than 400,000 retail and hospitality locations(1) by offering its technology platform that enables Tax Free Shopping, Dynamic Currency Conversion and e-Commerce Post- Purchase businesses. Global Blue also supports partners via consulting services in Business Intelligence, Digital Marketing and Training.
Shift4 and Global Blue also have a highly complementary geographic footprint. Shift4 has a large presence in the US and an expanding international footprint, while Global Blue operates across 52 countries in Europe, APAC and Latin America. The combination of the two companies will create a global leader in integrated technologies for the payment and shopping journey. The acquisition of Global Blue by Shift4 will also bring together two experienced teams, with a shared entrepreneurial spirit. Both teams will work together to create new growth opportunities through product expansion into new markets, cross selling and product innovation. “Joining forces with Shift4 marks a significant milestone in Global Blue’s growth journey, further strengthening our integrated value proposition for our marquee merchants worldwide. We are particularly thrilled to partner with Shift4 to continue our track record of innovation, delivering enhanced experiences for all stakeholders in the shopping ecosystem,” said Global Blue CEO Jacques Stern. “I would like to thank all Global Blue team members, without whom the success of Global Blue would not have been possible. Additionally, I extend my gratitude to Joe Osnoss, representative of Silver Lake on the Board, for his continuous support and guidance over the last 10 years.” Shift4 CEO Taylor Lauber said “We are incredibly excited for the opportunity to welcome Jacques and the Global Blue team into the Shift4 family. This transaction is the most significant in our 26 years of history and with good reason. The Global Blue technology stack, marquee customers and industry leading position will serve as a cornerstone for our global expansion strategy and gives us meaningful scale in many new geographies. Boldly Forward!” Transaction details Under the terms of the definitive agreement, Shift4 intends to acquire Global Blue for $7.50 per common share in cash, representing a 15% premium to Global Blue’s closing share price as of February 14, 2025, through a tender offer and a subsequent statutory merger. Shift4 intends to acquire Global Blue’s Series A Preferred shares at $10.00 per preferred share and Series B Preferred shares at $11.81 per preferred share. Upon completion of the transaction, Global Blue’s common and preferred stock will no longer be listed on any public stock exchange. Global Blue warrant holders will be able to exercise their warrants, ahead of their maturity in August 2025. The acquisition has been unanimously approved by the boards of directors of Shift4 and Global Blue, and the board of directors of Global Blue has unanimously resolved that it will recommend to the Global Blue shareholders to accept the tender offer. The transaction is expected to close by the third quarter of calendar year 2025, subject to regulatory approvals, other customary closing conditions, and a minimum tender of 90% of Global Blue’s issued and outstanding common shares and preferred shares on a combined basis. Certain Global Blue shareholders have entered into tender and support agreements, pursuant to which such shareholders agreed, among other things, to tender their shares in the tender offer subject to the terms and conditions of such agreements. Shift4 expects
to finance the acquisition with cash on hand and a 364-day $1,795 million bridge loan facility entered in connection with the transaction. Tom Farley, Chairman of Global Blue, on behalf of the existing board of directors including representatives of Silver Lake, Partners Group, Certares and Knighthead, said: “We are pleased to unanimously recommend the transaction, which we believe will deliver significant, immediate and certain value to Global Blue’s shareholders. More broadly, we firmly believe that this transaction is in the best interests of our employees, customers and stakeholders, ensuring continued growth and innovation under new ownership.” Joe Osnoss, Global Blue Board member and a Managing Partner at Silver Lake, added, “We are grateful to Global Blue’s management team and employees for their unwavering commitment to developing Global Blue into what it is today. We especially appreciate Jacques Stern’s decade of stewardship as CEO, during which the company accelerated its technology leadership, posted significant merchant wins, increased its digital value proposition for consumers and doubled profits. We look forward to seeing the company continue to thrive in its next chapter." Preliminary figures for Q3 FY24/25 On the occasion of the announced transaction, Global Blue is releasing its preliminary Q3 FY24/25 financial results and the Last Twelve Months figures, which show significant improvements across all key metrics. Q3 FY24/25 financial performance The Group is expecting to deliver a 20% YoY increase in Revenue to €131m and a 31% YoY increase in Adjusted EBITDA to €52m(2). The increase in Adjusted EBITDA implied an improvement in margin of 3.4pts to 39.7% with a 56% drop-through. Last Twelve Months as of December 31st 2024 financial performance The Tax Free Shopping and Payments Completed Sales-in-Store highlight a continued positive trend, reaching €29.9b and representing a 23% YoY increase. The Group is therefore expecting to deliver a 20% YoY increase in Revenue to €486m and a 38% YoY increase in Adjusted EBITDA to €188m(2). The increase in Adjusted EBITDA implied an improvement in margin of 5pts to 38.6% with a 63% drop-through. Global Blue’s preliminary financial results for Q3 FY24/25 and the Last Twelve Months ended December 31, 2024 are not yet finalized and are subject to change. The information above represents Global Blue’s estimates for Q3 FY24/25 and the Last Twelve Months ended December 31, 2024, which are based only on currently available information and do not present all necessary information for an understanding of Global Blue’s results of operations and financial condition for such periods.
Advisors Goldman Sachs & Co. LLC is acting as financial advisor to Shift4, Latham & Watkins LLP is acting as legal counsel, and Loyens & Loeff is acting as Swiss counsel. J.P. Morgan Securities LLC is acting as lead financial advisor for Global Blue, Deutsche Bank Securities, IFBC, Oppenheimer & Co. Inc., PJT Partners, and UBS are acting as financial advisors (in alphabetical order), and Simpson Thacher & Bartlett LLP and Niederer Kraft Frey Ltd are acting as legal counsel. For further information regarding all terms and conditions contained in the definitive agreement, please see Global Blue's Current Report on Form 6-K, which will be filed in connection with the transaction. Media Contacts Virginie Alem – SVP Marketing & Communications Mail: valem@globalblue.com Investor Relations Contacts Frances Gibbons – Head of Investor Relations Mob: +44 (0)7815 034 212 Mail: fgibbons@globalblue.com About Global Blue Global Blue is the business partner for the shopping journey, providing technology and services to enhance the experience and drive performance. With over 40 years of expertise, today we connect thousands of retailers, acquirers, and hotels with nearly 80 million consumers across 52 countries, in three industries: Tax Free Shopping, Payments and Post-Purchase solutions. For the three months For the twelve months ended December 31 ended December 31 €M 2024 2024 Profit for the period 33.9 73.5 Profit margin (%) 25.8% 15.1% Income Tax Expense 12.3 40.3 Net Finance Costs 13.9 57.3 Exceptional Items(3) (21.9) (35.9) Depreciation & Amortization 14.0 52.6 Adjusted EBITDA 52.2 187.8 Adjusted EBITDA Margin (%) 39.7% 38.6%
With over 2,000 employees, Global Blue generated €28bn Sales in Store and €422M revenue in FY 2023/24. Global Blue is listed on the New York Stock Exchange. For more information, please visit www.globalblue.com (1) Active merchants definition per 20-F (2) Please see the table on page 4, which provides a reconciliation between Profit and Adjusted EBITDA (3) Exceptional Items consist of items which Global Blue does not consider indicative of its ongoing operating and financial performance, not directly related to ordinary business operations and which are not included in the assessment of management performance About Shift4 Shift4 (NYSE: FOUR) is boldly redefining commerce by simplifying complex payments ecosystems across the world. As the leader in commerce-enabling technology, Shift4 powers billions of transactions annually for hundreds of thousands of businesses in virtually every industry. For more information, visit shift4.com.
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