GLOBAL BLUE GROUP HOLDING AG Item 1.01 Entry into a Material Definitive Agreement.
The Merger Agreement
On
Pursuant to the Merger Agreement, the parties to the Merger Agreement have
agreed that, in connection with the Closing (as defined in the Merger
Agreement), (i) the Seller Parties will undertake a series of transactions
pursuant to which they will sell, exchange and contribute the ordinary shares of
Global Blue for a mix of cash ("Cash Consideration") and shares of New Global
Blue ("Stock Consideration") and (ii) a wholly-owned indirect subsidiary of New
Global Blue will merge with and into the Company, with the Company being the
surviving corporation in the merger and a wholly-owned indirect subsidiary of
New Global Blue (the merger described in clause (ii), the "Merger", and together
with the transactions described in clause (i), the "Business Combination").
Pursuant to the Merger each share of the Company's common stock issued and
outstanding as of immediately prior to the Closing (other than Excluded Shares,
as defined in the Merger Agreement) will be exchanged for one share of New
Global Blue's ordinary shares, and each Company warrant will convert to a
warrant to acquire one New Global Blue ordinary share on the same terms. Upon
consummation of the Business Combination, New Global Blue will be a publicly
traded foreign private issuer. It intends to apply to list its shares and
warrants on the
The total consideration payable to the Seller Parties in connection with the
Business Combination is based upon an enterprise value of Global Blue
post-transaction of €2.3 billion (subject to adjustments based on indebtedness
and other factors as more fully described in the Merger Agreement), a portion of
which will be paid in Cash Consideration and the remainder of which will be paid
in Stock Consideration. The Cash Consideration to be paid to the Seller Parties
will be approximately $967MM, and will be funded by (i) the $646MM in Company
cash held in trust, (ii) $100MM equity capital committed by certain affiliates
of
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In addition to the agreement with respect to the Third Point PIPE, an affiliate
of Third Point previously entered into an agreement at the time of the Company's
initial public offering to purchase shares of the Company's common stock for
In addition to the Founder Share Surrender Agreement (as described below), the
Merger Agreement provides that in connection with the Business Combination, the
Founder will contribute to New Global Blue 2,500,000 shares of Class B common
stock of the Company ("Class
As a result of the Business Combination, assuming no Redemptions, the existing
Company shareholders will hold approximately 39% of New Global Blue, the Seller
Parties will hold approximately 42%, the
In addition, in connection with the Business Combination, Global Blue's existing bank debt will be refinanced pursuant to a new bank credit facility.
Representations and Warranties
The parties to the Merger Agreement have made representations and warranties that are customary for transactions of this nature, including with respect to, among other things: (i) capitalization; (ii) noncontravention; (iii) compliance with laws (including with respect to permits and filings); (iv) government contracts; (v) financial statements; (vi) absence of undisclosed liabilities; (vii) litigation; (viii) taxes; (ix) environmental matters; (x) privacy; (xi) material contracts; (xii) indebtedness; (xiii) anti-bribery and anti-corruption; (xiv) international trade and sanctions; and (xv) customers and suppliers. The representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the transaction, except in the case of intentional fraud. The parties to the Merger Agreement have put in place a representations and warranty insurance policy with a $100MM coverage limit on customary terms.
Covenants
The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Merger Agreement contains additional covenants of the parties, including, among others: (i) covenants providing that the parties use reasonable best efforts to obtain all necessary regulatory approvals, (ii) covenants providing that the parties cooperate with respect to the proxy statement to be filed in connection with the Business Combination, (iii) covenants providing that the parties shall take further actions as may be necessary, proper or advisable to consummate and make effective the Business Combination, (iv) a covenant of the Company to convene a meeting of the Company's stockholders and to solicit proxies from its stockholders in favor of the approval of the Business Combination and other related stockholder proposals, and (v) covenants providing that the parties will not solicit, initiate, encourage or continue discussions with respect to any other Business Combination.
Conditions to the Consummation of the Transaction
Consummation of the transactions contemplated by the Merger Agreement is subject
to customary closing conditions, including approval by the Company's
stockholders. The Merger Agreement also contains other conditions, including,
among others: (i) the consummation of the
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filing of the Company under Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
On
An Investor Presentation for use by the Company with certain of its stockholders and other persons with respect to the Business Combination is furnished as Exhibit 99.2 to this Current Report.
An Investor Presentation for use by the Company during a conference call for
investors and analysts to be held on
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No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable Swiss and other European regulations. This communication is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.
Forward-Looking Statements
This communication includes "forward looking statements" within the meaning of
the "safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. When used herein, the words
"estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside Far Point's or Global Blue's management's control, that could cause
actual results or outcomes to differ materially from those discussed in the
forward-looking statements. Important factors, among others, that may affect
actual results or outcomes include: the inability to complete the transactions
contemplated by the proposed business combination; the inability to recognize
the anticipated benefits of the proposed business combination; the ability to
meet NYSE's listing standards following the consummation of the transactions
contemplated by the proposed business combination; costs related to the proposed
business combination; Global Blue's ability to execute on its plans; Global
Blue's estimates of the size of the markets for its solutions; Global Blue's
ability to identify and integrate acquisitions; the performance and security of
Global Blue's services; potential litigation involving Far Point or Global Blue;
and general economic and market conditions impacting demand for Global Blue's
services. Other factors include the possibility that the transactions
contemplated by the proposed business combination do not close, including due to
the failure to receive required security holder approvals, or the failure of
other closing conditions. Neither Far Point nor Global Blue undertake any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
law. Additional risks and uncertainties are identified and discussed in
Additional Information and Disclaimer
In connection with the business combination, New Global Blue intends to file
with the
Far Point, Global Blue and their respective directors, executive officers, other
members of management and employees, under
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1- Merger Agreement, dated as ofJanuary 16, 2020 , by and among theFar Point Acquisition Corporation ,SL Globetrotter, L.P. ,Global Blue Group Holding AG ,Global Blue US Holdco LLC ,Global Blue US Merger Sub Inc. ,Global Blue Holding L.P. ,Global Blue Group AG ,Thomas W. Farley , solely in his capacity as the FPAC Shareholders' Representative, solely for purposes of Sections 2.20 and 8.01 thereof,Far Point LLC andJacques Stern , solely in his capacity as the Management Representative. 10.1 Form of PIPE Subscription Agreement 10.2 Share Purchase and Contribution Agreement, dated as ofJanuary 16, 2020 , by and amongThird Point Offshore Master Fund L.P. ,Third Point Ultra Master Fund L.P. ,Third Point Partners Qualified L.P. ,Third Point Partners L.P. andThird Point Enhanced L.P. ,Global Blue Group Holding AG ,Global Blue Holding L.P. andFar Point Acquisition Corporation (solely for purposes of Section 7 and Sections 14.a, 14.d, and 14.m therein). 10.3 Share Purchase and Contribution Agreement, dated as ofJanuary 16, 2020 , by and amongThird Point Offshore Master Fund L.P. ,Third Point Ultra Master Fund L.P. ,Third Point Partners Qualified L.P. ,Third Point Partners L.P. andThird Point Enhanced L.P. ,Global Blue Group Holding AG ,Global Blue Holding L.P. andFar Point Acquisition Corporation (solely for purposes of Section 7 and Sections 14.a, 14.d, and 14.m therein). 10.4 Share Purchase and Contribution Agreement, dated as ofJanuary 15, 2020 , by and among Antfin (Hong Kong )Holding Limited ,Global Blue Group Holding AG , a Swiss corporation andSL Globetrotter, L.P. , aCayman Islands exempted limited partnership. 10.5 Voting and Support Agreement, dated as ofJanuary 16, 2020 , by and amongFar Point Acquisition Corporation ,Global Blue Group AG ,SL Globetrotter, L.P. ,Global Blue Group Holding AG ,Far Point LLC andThird Point Ventures LLC . 10.6 Founder Shares Surrender Agreement, dated as ofJanuary 16, 2020 , by and betweenFar Point Acquisition Corporation andFar Point LLC . 10.7- Shareholders Agreement, dated as ofJanuary 16, 2020 , by and amongGlobal Blue Holding L.P. ,SL Globetrotter L.P. ,Far Point LLC , certain affiliates ofThird Point LLC and other persons thereto. 10.8 Relationship Agreement, dated as ofJanuary 16, 2020 , by and amongGlobal Blue Group Holding AG ,SL Globetrotter L.P. andFar Point LLC . 99.1* Joint Press Release, dated as ofJanuary 16, 2020 . 99.2* Investor Presentation. 99.3* Investor Call Presentation.
* Furnished with the Original Current Report
- Schedules and annexes have been omitted
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