- 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.
€M
For the three months
ended December 31 2024
For the twelve months
ended December 31 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%
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.
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.
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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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
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