DGAP-Ad-hoc | 13 Dec 2019
Delivery Hero SE / Key word(s): Joint Venture/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 enters into agreements to acquire shares in, and to build a joint venture with respect to, South-Korean Woowa Brothers Corp. and resolves on a capital increase against contribution-in-kind under the exclusion of subscription rights
Berlin, December 13, 2019 - Today, Delivery Hero SE ("Delivery Hero") agreed on the purchase of shares in, and the establishment of a joint venture in Singapore with the management of, Woowa Brothers Corp. ("Woowa"), operator of South-Korea's largest food delivery platform (the "Transaction"). Woowa's business model combines marketplace (Baemin Service) with own delivery capabilities (Baemin Riders) and includes adjacent services (Baemin Market and Baemin Restaurant Supply).
In connection with the Transaction, Delivery Hero entered into contractual arrangements regarding the purchase of approx. 82% of the shares in Woowa from certain financial investors and certain members of the management of Woowa against both payment in cash and issue of new shares in Delivery Hero at the closing of the Transaction. Certain other shareholders holding approx. 6% of the shares in Woowa may still join the Transaction at the same terms.
Delivery Hero may acquire up to approx. 1% of the shares in Woowa at closing of the Transaction from certain members of the management in Woowa, including the CEO and founder of Woowa, thereafter holding approx. 12% of the shares in Woowa, against payment in cash, and may further acquire their remaining shares over the course of two to four years after closing against issue of new shares in Delivery Hero.
Delivery Hero will contribute all shares acquired from the financial shareholders and the management of Woowa at closing of the Transaction into a Singapore joint venture company. Delivery Hero will jointly incorporate such company with the management of Woowa.
The Transaction values Woowa on a cash free and debt free basis at USD 4.0 billion (EUR 3.6 billion) before certain adjustments. The consideration will consist of up to approx. EUR 1.7 billion in cash and up to approx. EUR 1.9 billion in Delivery Hero new shares.
The relevant value of the new shares in Delivery Hero for both the financial shareholders and the management shareholders is based on the volume weighted average price for the 20 trading days prior to the date of this announcement ("20-day VWAP") of EUR 47.47 and subject to certain adjustments including customary dilution protections. A portion of the share component of the consideration that the financial investors will receive at closing has a guaranteed minimum share price protection, and a small portion of the share component that the management shareholders will receive over the course of two to four years after closing is subject to a full guaranteed share price protection, which protection would be settled in cash.
Based on numbers provided by Woowa, in the financial year ending December 31, 2018, Woowa's Korean business grew revenues by 96% year-on-year to EUR 242 million, with gross merchandise value ("GMV") reaching EUR 4.0 billion, and achieved an EBITDA of EUR 46 million. For the nine months ending September 30, 2019, Woowa's business resulted in approx. 100 million orders, GMV of EUR 4.6 billion and revenues of EUR 301 million, which represents an increase of 58%, 65% and 84% respectively from the previous year.
For purposes of the Transaction, the management board of Delivery Hero, with the approval of the supervisory board of Delivery Hero, has resolved today on a capital increase by way of contribution-in-kind from authorized capital under the exclusion of subscription rights to issue new shares in Delivery Hero at the minimum issue price of EUR 1.00 to fully cover any shares to be potentially required to be issued in connection with the Transaction.
Following closing of the Transaction and implementation of the capital increase, the selling shareholders will receive up to approx. 31.2 million new shares (equaling approx. up to 13.6% of Delivery Hero's shares outstanding following the Transaction) and the management of Woowa will be entitled to receive up to approx. 8.9 million shares (up to approx. 3.9%) (assuming that part of the options under the current Woowa option program will be settled in cash).
Delivery Hero intends to finance the cash component of the consideration for the purchased shares in Woowa through a combination of debt and equity/equity-linked instruments.
The closing of the Transaction is subject to certain conditions such as financing of the cash consideration and regulatory approvals, including merger control clearance by the Korean Fair Trade Commission, and expected to occur in the second half of 2020.
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.
|Delivery Hero SE
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|+49 (0)30 5444 59 024
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|End of Announcement
|DGAP News Service