DGAP-News | 13 Dec, 2019 7:58 AM
DGAP-News: Delivery Hero SE
/ Key word(s): Merger
Berlin, December 13, 2019 - Today, Delivery Hero SE ("Delivery Hero" or "Group") signed agreements with shareholders, including senior management, of Woowa Brothers Corp. ("Woowa"). The Transaction reinforces Delivery Hero's commitment to expand into fast-growing Asia and solidifies its position as the largest global food delivery platform, outside of China by number of orders.
Woowa operates the largest online food delivery service in South Korea, Baedal Minjok, which generated approximately 100 million orders in Q3 2019. Woowa predominantly operates a marketplace business model called "Baemin Service" which accounts for 97% of orders in nine months. In the financial year ending December 31, 2018, Woowa grew revenues in Korea by 96% year-on-year to € 242 million, with GMV reaching € 4.0 billion and achieved an EBITDA of € 46 million. In the nine months of 2019, Woowa grew revenues in Korea by 84% year-on-year to € 301 million, with GMV reaching € 4.6 billion and achieved an EBITDA of ~ € 3 million. Woowa also operates a business in Vietnam which fulfilled approximately 1.5 million orders in Q3 of 2019.[i],[ii]
As part of the transaction, a Joint Venture with the management of Woowa will be established in Singapore. Woowa founder and CEO, Mr. Bongjin Kim, will become the Chairman of the Board of Directors and Executive Director of the Joint Venture to manage the operations of the Delivery Hero group in the Asia Pacific region and oversee expansion in the region.
The Transaction is valued at an enterprise value of US$ 4.0 billion (or € 3.6 billion) on a cash and debt free basis, before certain adjustments. Delivery Hero is expected to achieve 100% ownership in Woowa over time for a consideration of approximately a US$-equivalent € 1.7 billion in cash and € 1.9 billion in shares based on a 20-day VWAP of € 47.47.2 At closing of the Transaction, Delivery Hero will own up to 88% of the share capital in Woowa with the remaining 12% to be held by Woowa management and to be exchanged in Delivery Hero shares over a four year time horizon, to achieve the 100% ownership.
The new shares to be issued from the existing authorization by Delivery Hero will be up to 40.1m equating to approximately 17.5% of Delivery Hero shares outstanding post Transaction.[iii] The closing of the Transaction is subject to certain conditions including financing and regulatory approvals and is expected to occur in H2 2020.
[i] Financials and KPIs as provided by Woowa under Korean GAAP; Audited for 2016, 2017 and 2018; Unaudited for Orders and GMV as well as financials for interim periods
[ii] All numbers converted at EUR/KRW exchange rate of 1,321.49 and EUR/USD of 1.1087 where applicable[iii] Additional shares might be issued in conjunction with Woowa's existing and future employee option program
Niklas Östberg, CEO of Delivery Hero, commented: "We are excited to enter into a strategic partnership with Woowa Brothers, which is at the forefront of innovative technological services and has put Korea on the map in the global online food delivery industry. We fully support Woowa Brothers to continue making investments and innovate for the benefit of the wider industry participants, including consumers, restaurants, employees and riders. To this end, the joint venture will have the full support of, and access to, Delivery Hero's global resources."
Bongjin Kim, CEO and Founder of Woowa, commented: "The Korean food delivery market is still in the very early stages of development, and offers vast opportunities to grow the customer base and expand into adjacent on-demand services. We are excited to partner with Delivery Hero to leverage their platform and global expertise to facilitate expansion in Asia, as well as to further penetrate the high potential Korean market. The partnership will also help achieve economies of scale to effectively compete against global and domestic IT giants. Together we aim to cultivate and invest into development of online food delivery services for the benefit of consumers, restaurants and riders."
[i] 2030E market size; Delivery Hero estimates
5 Percentages subject to certain adjustments
Conference Call and Webcast Details:
Conditions, Transaction Timeline and Advisors:
Niklas Östberg (CEO and Co-Founder), Emmanuel Thomassin (CFO), Duncan McIntyre (Global Head of Strategy) and Maryia Berasneva-McNamara (Head of Investor Relation) will host an analyst and investor conference call to discuss the Transaction at 10:30am CET / 9:30am GMT on 13 December 2019. The audio webcast can be followed via https://webcasts.eqs.com/delivery20191213.
An on-demand replay will be available on the corporate website following the presentation. The accompanying presentation can be downloaded on the Company's website, via the following link:
About Delivery Hero
Delivery Hero is one of the leading global online food ordering and delivery marketplaces. The company maintains number one competitive market positions, in terms of restaurants, active users and orders, and online and mobile platforms, across 34 out of 41 countries in Europe, the Middle East & North Africa (MENA), Latin America and Asia-Pacific. Delivery Hero also operates its own delivery service primarily in over 400 cities around the world. The Company is headquartered in Berlin, Germany and has over 22,000 employees.
For more information, please visit www.deliveryhero.com
WKN: A2E4K4; ISIN: DE000A2E4K43
Woowa operates South Korea's leading online food delivery platform under its brand called "Baedal Minjok." Woowa ceaselessly works to innovate the food-tech industry through, amongst others, crowd-sourcing rider system, robotics technology, and virtual kitchens; recently, Woowa launched an instant grocery delivery service called "B Mart", which provides grocery delivery services under 30 minutes. Since launch in 2010, Woowa grew to attract more than 8 million monthly active users and is expected to transact a gross merchandise value ("GMV") of more than KRW 8 trillion this year.
The presentation contains forward looking statements, other 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", "aims", "plans", "predicts", "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. They appear in a number of places throughout this press release and include statements regarding Delivery Hero SE's intentions, beliefs or current expectations concerning, among other things, Delivery Hero SE's prospects, growth, strategies, the industry in which it operates and potential or ongoing acquisitions. By their nature, Forward-looking Statements involve significant risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. 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. Similarly, past performance should not be taken as an indication of future results, and nor representation or warranty, express or implied, is made regarding future performance. The development of Delivery Hero SE's prospects, growth, strategies, the industry in which it operates, and the effect of acquisitions on Delivery Hero SE may differ materially from those made in or suggested by the Forward-looking Statements contained in this presentation or past performance. In addition, even if the development of Delivery Hero SE's prospects, growth, strategies and the industry in which it operates are consistent with the Forward-looking Statements contained in this presentation or past performance, those developments may not be indicative of Delivery Hero SE's results, liquidity or financial position or of results or developments in subsequent periods not covered by this presentation. Any Forward-Looking Statements only speak as at the date of this press release is provided to the recipient and it is up to the recipient to make its own assessment of the validity of any Forward-looking Statements and assumptions. No liability whatsoever is accepted by Delivery Hero SE in respect of the achievement of such Forward-looking Statements and assumptions.
 Financials and KPIs as provided by Woowa under Korean GAAP; Audited for 2016, 2017 and 2018; Unaudited for Orders and GMV as well as financials for interim periods
 All numbers converted at EUR/KRW exchange rate of 1,321.49 and EUR/USD of 1.1087 where applicable
 Additional shares might be issued in conjunction with Woowa's existing and future employee option program
 2030E market size; Delivery Hero estimates
5 Percentages subject to certain adjustments
|Company:||Delivery Hero SE|
|Oranienburger Straße 70|
|Fax:||+49 (0)30 5444 59 024|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; London, OTC QB, OTC QX, SIX, Vienna Stock Exchange|
|EQS News ID:||935523|
|End of News||DGAP News Service|