Zalando and ABOUT YOU Announce Landmark Merger Agreement

Deal News | Dec 11, 2024 | EIN

Zalando and ABOUT YOU Announce Landmark Merger Agreement

Zalando and ABOUT YOU are set to merge, with Zalando submitting a voluntary public tender offer to acquire up to 100% of ABOUT YOU's share capital. This merger aims to expand their B2C and B2B offerings, creating a larger footprint in the European fashion e-commerce sector. ABOUT YOU's management board and major shareholders have shown strong support for the deal, which promises significant synergies, especially in logistics, payments, and commercial collaborations. The combined entity hopes to strengthen its market position with an increased GMV and revenue growth, targeting a significant share of the 450-billion-euro European market. ABOUT YOU will complement Zalando’s ecosystem strategy by enhancing its dual-brand strategy for creating distinct shopping experiences while also amplifying B2B capabilities through software mergers like SCAYLE and ZEOS. The deal, supported by prominent advisory firms, is expected to close in summer 2025, pending regulatory approvals.

Sectors

  • Fashion and Apparel Industry
  • E-Commerce Industry
  • Software-as-a-Service (SaaS) Industry

Geography

  • Europe – The merger targets expansion and consolidation in the European fashion e-commerce market.
  • Germany – Both Zalando and ABOUT YOU are headquartered in Germany, making it a central geography for the merger.

Industry

  • Fashion and Apparel Industry – The merger involves two major players in the fashion e-commerce sector, aiming to dominate the European market.
  • E-Commerce Industry – Both Zalando and ABOUT YOU operate in the digital marketplace, offering fashion and lifestyle products online.
  • Software-as-a-Service (SaaS) Industry – The deal highlights the significance of e-commerce platforms SCAYLE and Tradebyte, central to enhancing B2B services.

Financials

  • 6.50 euros per share – The offer price Zalando intends to pay for each ABOUT YOU share, representing a premium over previous prices.
  • 100 million euros – Estimated annual EBIT synergies from the merger.
  • 450 billion euros – Represents the broader European fashion market size targeted by the combined entity.

Participants

NameRoleTypeDescription
ZalandoBidding CompanyCompaniesA leading fashion and lifestyle e-commerce platform in Europe.
ABOUT YOUTarget CompanyCompaniesA German online fashion retailer targeting young, style-focused consumers.
Otto GroupSelling CompanyCompaniesOne of the major shareholders of ABOUT YOU, agreeing to sell shares to Zalando.
Otto FamilySelling CompanyCompaniesA major shareholder and affiliate of the Otto Group, selling shares in the transaction.
HEARTLANDSelling CompanyCompaniesInvestment arm involved as a major shareholder in ABOUT YOU, participating in the sale.
J.P. MorganFinancial Advisor to ZalandoCompaniesProviding financial advisory services for the merger.
Sullivan & CromwellLegal Advisor to ZalandoCompaniesProviding legal counsel for the transaction.
FGS GlobalCommunications Advisor to ZalandoCompaniesManaging communications strategy for the deal.
Deutsche BankFinancial Advisor to ABOUT YOUCompaniesProviding financial advice for ABOUT YOU in the merger.
White & CaseLegal Advisor to ABOUT YOUCompaniesProviding legal services for ABOUT YOU in this transaction.
BaFinRegulatory AuthorityGovernmentThe German Federal Financial Supervisory Authority overseeing the publication of the offer document.