Global Blue Group Holding AG (NYSE: GB and GB.WS), the leading
strategic technology and payments partner that empowers retailers
to improve their performance while enhancing the shoppers’
experience, is pleased to announce it has entered into an
investment agreement with CK Opportunities Fund I, LP (“CK
Opportunities”), an investment fund co-managed by Certares
Opportunities LLC (“Certares”), a global travel, tourism and
hospitality investment firm, and Knighthead Opportunities Capital
Management, LLC (“Knighthead”), a leading credit investment
management firm. The agreement is subject to Global Blue
shareholder approval at the Company’s Extraordinary General
Meeting, expected to take place by June 2022.
CK Opportunities has agreed to invest $225 million, of which
$180 million is for Series B preferred shares and $45 million is
for common shares. The new Series B preferred shares will be issued
at a price of $8.50 per share, a premium of approximately 62% to
yesterday’s closing price of $5.24. The Series B preferred stock
will carry a 5% annual pay-in-kind dividend rate and are
convertible into approximately 21 million registered common shares
on a one-for-one and basis. The $45 million of common stock will be
issued at yesterday’s closing price, translating to approximately 9
million shares.
CK Opportunities’ as-converted ownership in Global Blue will be
just over 13% of the total issued share capital on a fully-diluted
basis following the issuance of all of the new Series B preferred
shares and registered common shares.
Global Blue intends to use the funds to continue pursuing
strategic add-on acquisitions in omnichannel Retail Technology and
to fund working capital requirements associated with the
significant recovery underway in its core Tax-Free Shopping
business, after two years of reduced activity due to the Covid-19
pandemic.
Certares’ and its affiliates’ global reach into the travel and
tourism industry, deep portfolio of travel assets, and domain
expertise is expected to create new opportunities for Global Blue.
Knighthead’s expertise in credit and liquidity solutions to fund
growth will help Global Blue capture a greater share of the market
as travel continues to recover. Tom Klein, Senior Managing Director
of Certares who will join the board of Global Blue, has three
decades of operating and investing experience in the travel and
tourism tech ecosystem, including as CEO and President of Sabre
Inc.
Jacques Stern, Global Blue CEO said: “We are excited to welcome
our new investors, Certares and Knighthead, a great combination of
travel investors and innovative capital providers. This investment
will enable Global Blue to take full advantage of the anticipated
robust travel recovery while continuing to pursue our external and
internal growth plans in Payment and Retail Tech.”
Tom Klein of Certares added: "Global Blue is a company
benefiting from secular growth; particularly in the luxury retail
market; cyclical recovery, and accelerating opportunities as
omnichannel retailers increasingly adopt new solutions from
strategic tech partners like Global Blue. We, and our partners at
Knighthead, look forward to working with Global Blue's exceptional
management team to help drive value for Global Blue's shareholders
and stakeholders."
A copy of the agreement can be obtained from the Securities and
Exchange Commission’s website at www.sec.gov or the investor
section of the Company’s website at Global Blue Group Holding AG -
Investor Relations.
ABOUT GLOBAL BLUE
Global Blue pioneered the concept of Tax Free Shopping 40 years
ago. Through continuous innovation, we have become the leading
strategic technology and payments partner, empowering retailers to
improve their performance and shoppers to enhance their
experience.
Global Blue offers innovative solutions in three different
fields:
- Tax Free Shopping: Helping retailers at over 300,000
points of sale to efficiently manage 35 million Tax Free Shopping
transactions a year, thanks to its fully integrated in-house
technology platform. Meanwhile, its industry-leading digital Tax
Free shopper solutions create a better, more seamless customer
experience
- Payments services: Providing a full suite of foreign
exchange and Payments technology solutions that allow acquirers,
hotels and retailers to offer value-added services and improve the
customer experience during 31 million payment transactions a year
at 130,000 points of interaction
- Complementary RetailTech: Offering new technology
solutions to retailers, including digital receipts and eCommerce
returns, that can be easily integrated with their core systems and
allow them to optimise and digitalise their processes throughout
the omni-channel customer journey, both in-store and online
In addition, our data and advisory services offer a
strategic advisory to help retailers identify opportunities for
growth, while our shopper experience and engagement
solutions provide data-driven solutions to increase
footfall, convert footfall to revenue and enhance
performance.
For more information, visit
http://www.globalblue.com/corporate/
Pre-pandemic figures FY 2019-20
ABOUT CERTARES
Established in 2012, Certares focuses on direct investments in
proprietary transactions, leveraging deep sector experience in the
travel and hospitality industries, with a consistent emphasis on
partnership with management teams to drive growth and manages
approximately $8 billion of assets. Certares brings together a team
with decades of both operational and investment experience in
private equity, travel, tourism, hospitality and travel-related
business and consumer services. For more information, please visit
certares.com.
ABOUT KNIGHTHEAD
Founded in 2008, Knighthead is a diversified credit platform
which specializes in credit analysis, sourcing, trading, and
restructuring. Knighthead has worked to create a stable base of
capital to support the business and manages approximately $9
billion of assets across a variety of investment vehicles including
a long/short evergreen hedge Fund, several closed-end credit
vehicles, a dedicated Real Estate Lending business and an insurance
asset management business. Knighthead has offices in New York,
Greenwich CT, and West Palm Beach, FL. For further information,
please visit www.knighthead.com.
FORWARD-LOOKING STATEMENTS
Some of the statements in this press release constitute
forward-looking statements that do not directly or exclusively
relate to historical facts. You should not place undue reliance on
such statements because they are subject to numerous uncertainties
and factors relating to Global Blue’s operations and business
environment, all of which are difficult to predict and many of
which are beyond Global Blue’s control. Forward-looking statements
include information concerning Global Blue’s possible or assumed
future results of operations, including descriptions of Global
Blue’s business strategy. These statements are often, but not
always, made through the use of words or phrases such as “believe,”
“anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,”
“potential,” “predict,” “will,” “expect,” “estimate,” “project,”
“positioned,” “strategy,” “outlook” and similar expressions. All
such forward-looking statements involve estimates and assumptions
that are subject to risks, uncertainties and other factors that
could cause actual results to differ materially from the results
expressed in the statements. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking statements are those described below in the
“Summary Risk Factors,” in “Item 3. Key Information—D. Risk
Factors” and elsewhere in Global Blue’s Annual Report on Form
20-F/A for the fiscal year ended March 31, 2021 and those described
from time to time in Global Blue’s future reports to be filed with
the Securities and Exchange Commission.
These risks could cause actual results to differ materially from
those implied by forward-looking statements in this press release.
Global Blue may not be able to complete the proposed transaction on
the contemplated terms or other acceptable terms or at all because
of a number of factors, including the occurrence of any event,
change or other circumstances that could give rise to the
termination of the definitive agreement governing the proposed
transaction.
You are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof.
New risks and uncertainties come up from time to time, and it is
impossible for Global Blue to predict these events or how they may
affect Global Blue. Global Blue does not undertake any obligation
to update or revise any forward-looking statements after the date
of this press release, whether as a result of new information,
future events or otherwise, except as required by law. In light of
these risks and uncertainties, you should keep in mind that any
event described in a forward-looking statement made in this press
release or elsewhere might not occur.
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INVESTOR RELATIONS CONTACTS Frances Gibbons – Head of
Investor Relations Mob: +44 (0)7815 034 212 – Mail:
fgibbons@globalblue.com
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