The acquisition enhances Shift4’s unified
commerce capabilities and extends its reach to the 400,000+ retail
and hospitality locations utilizing Global Blue’s specialized
technology solutions supporting cross-border luxury shopping.
Shift4 (NYSE: FOUR), the leader in integrated payments and
commerce technology, and Global Blue (NYSE: GB), the leading
specialty payments and technology platform enabling tax-free
shopping, dynamic currency conversion, and payments solutions to
the world’s largest retail brands, today announced they have
entered into a definitive agreement under which Shift4 will acquire
Global Blue for $7.50 per common share in cash, representing an 15%
premium to Global Blue’s closing share price as of February 14,
2025, and a ~$2.5 billion enterprise value.
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Shift4 to acquire Global Blue (Graphic:
Business Wire)
With over 40 years of history, Global Blue is a market leader at
the intersection of travel and luxury retail across Europe, Asia,
and South America. More than 400,000 premium retail and hospitality
locations rely on Global Blue’s tax-refund and currency conversion
technology, including the world’s most iconic luxury and premium
retailers as well as other large retail electronics, sportswear and
fast fashion brands.
“This acquisition continues a bold tradition of introducing
transformative capabilities to exceptional customers along with a
massive embedded cross-sell opportunity,” said Shift4 President
Taylor Lauber. “It fits perfectly in the Shift4 playbook:
delivering an enormous volume conversion opportunity while
unlocking significant new revenue opportunities and capabilities
that open entirely new markets for us. Integrating Global Blue into
our unified payments platform positions Shift4 as a leading unified
commerce payment provider around the world.”
Global Blue’s merchant solutions will be added to Shift4’s
global payments platform to deliver an enhanced end-to-end
experience for its merchants. The addition of tax refund and
currency conversion capabilities enhances Shift4’s position as an
innovative vendor and trusted partner. Global Blue is the most
comprehensive two-sided network in its category, connecting
millions of affluent international shoppers to its merchants and
directly engaging with international shoppers through its
proprietary app, creating powerful network effects and allowing for
further product innovation, such as loyalty, digital marketing, and
more.
“Uniting with Shift4 represents the next phase of Global Blue’s
growth journey, enhancing our integrated value proposition to our
marquee merchants globally,” said Global Blue CEO Jacques Stern.
“Most importantly, we’re excited, alongside Shift4, to continue our
track-record of innovation to deliver better experiences for all
stakeholders in the shopping ecosystem.”
As part of the transaction, Shift4 is also announcing that two
current shareholders of Global Blue, Ant International and Tencent,
are exploring strategic partnerships with Shift4 and intend to
remain shareholders in the combined business. The partnership will
build on their existing relationship with Global Blue and explore
collaboration with Shift4 on global e-commerce payment products.
This will include the distribution of unified gateway service
Alipay+, which connects global merchants with 1.6 billion user
accounts of over 35 digital payment methods across the world, and
Weixin Pay, the most widely used mobile payment service in China,
throughout the Shift4 ecosystem, including hospitality and venues.
This partnership highlights these shareholders’ confidence in
Shift4’s ability to become a global leader in unified commerce
solutions for retail merchants.
“At Ant International we provide innovative payments,
digitization and financial services to drive the development of
global commerce and inclusive growth for SMEs. Our strategic
investment in Shift4 is highly consistent with that mission,” said
Douglas Feagin, President of Ant International, “We’ve been
impressed by Shift4’s emergence as a global omni-channel payment
partner in just the last few years and we’re excited to cement this
relationship early in their international expansion journey. We
extend our sincere gratitude to Jared Isaacman, Taylor Lauber and
Thomas Farley for their visionary decision that made this strategic
partnership possible. We look forward to future collaboration
across a broader ecosystem co-created by our two companies to
empower businesses of all sizes to thrive in the digital era.”
James Mitchell, Chief Strategy Officer and Senior Executive Vice
President of Tencent, added: “We are excited to continue supporting
Global Blue under Shift4’s new ownership. With Jared Isaacman and
Taylor Lauber at the helm, the company has become an impressive
integrated payments and commerce technology leader. We are pleased
to make a strategic investment in Shift4 and look forward to
exploring partnership opportunities globally.”
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 squeeze-out merger. 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. It is expected to close by the
third quarter of calendar year 2025, subject to receipt of
regulatory approvals, other customary closing conditions, and a
minimum tender of at least 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. The Global
Blue shareholders who entered into such tender and support
agreements own, in the aggregate, approximately 90% of Global
Blue’s issued and outstanding common shares and preferred shares on
a combined basis.
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.”
For further information regarding all terms and conditions
contained in the definitive agreement, please see Shift4's Current
Report on Form 8-K, which will be filed in connection with the
transaction.
Advisors
Goldman Sachs & Co. LLC is acting as exclusive financial
advisor to Shift4, Latham & Watkins LLP and Loyens & Loeff
N.V. are acting as legal 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.
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.
About Global Blue
Global Blue (NYSE: GB) 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 more information, visit globalblue.com.
Additional Information and Where to Find It
The tender offer described above 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. The solicitation and the offer to buy shares of
Global Blue’s Registered Ordinary Shares, Registered Series A
Convertible Preferred Shares and Registered Series B Convertible
Preferred Shares 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 Securities and Exchange Commission (“SEC”). In
addition, Global Blue will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. 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. Investors may also obtain, at no charge,
any such documents filed with or furnished to the SEC by Shift4
under the “News & Events” section of Shift4’s website at
https://investors.shift4.com/news-events. INVESTORS AND SECURITY
HOLDERS OF GLOBAL BLUE ARE ADVISED 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 press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Each of Shift4 and Global Blue intend such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements
contained in this press release that do not relate to matters of
historical fact should be considered forward-looking statements,
including statements regarding Shift4’s or Global Blue’s, as
applicable, respective expectations associated with the acquisition
of Global Blue by Shift4, including the completion of the
acquisition, the benefits, synergies, efficiencies, and
opportunities arising from the acquisition, and the timing of any
of the foregoing. These statements are neither promises nor
guarantees, but involve known and unknown risks, uncertainties and
other important factors that may cause each of our actual results,
performance or achievements, respectively, to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements, including,
but not limited to the substantial and increasingly intense
competition worldwide in the financial services, payments and
payment technology industries; each of our ability to continue to
expand our respective share of the existing payment processing
markets or expand into new markets; additional risks associated
with each of our expansion into international operations, including
compliance with and changes in foreign governmental policies, as
well as exposure to foreign exchange rates; and each of our
respective ability to integrate and interoperate each of our
services and products with a variety of operating systems,
software, devices, and web browsers, and the other important
factors discussed under the caption “Risk Factors” in Part I, Item
1A in Shift4’s Annual Report on Form 10-K for the years ended
December 31, 2023 and December 31, 2024, under the caption “Key
Items – Risk Factors” in Item 3(D) in Global Blue’s Annual Report
on Form 20-F for the year ended March 31, 2024 and each of our
other filings with the SEC, respectively. Any such forward-looking
statements represent management’s expectations as of the date of
this press release. While we may elect to update such
forward-looking statements at some point in the future, each of
Shift4 and Global Blue, disclaim any obligation to do so, even if
subsequent events cause each of our views to change,
respectively.
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version on businesswire.com: https://www.businesswire.com/news/home/20250218353027/en/
Investor Relations Tom McCrohan EVP, Head of Investor
Relations Shift4 investors@shift4.com
Paloma Main Director, Strategy & Investor Relations Shift4
investors@shift4.com
Media Nate Hirshberg SVP, Marketing Shift4
nhirshberg@shift4.com
Alecia Pulman Partner ICR Shift4pr@icrinc.com
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