M&A - Global Blue Group Holding AG

Form Type: SC TO-T/A

Filing Date: 2025-07-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525155230

Filing Summary: This Amendment No. 6 to the Tender Offer Statement on Schedule TO, filed by Shift4 Payments, Inc. regarding its indirect wholly owned subsidiary GT Holding 1 GmbH's offer to acquire all outstanding Global Blue securities. The offers targeted registered ordinary shares at $7.50, series A convertible preferred shares at $10.00, and series B convertible preferred shares at $11.81, all in cash. The tender offer expired on July 2, 2025, at 11:59 p.m. New York City Time, with 233,862,778 Global Blue Shares tendered, representing approximately 97.37% of outstanding shares. Conditions to the offer were satisfied, and the merger will result in Global Blue merging with Merger Sub. Following this, Global Blue Shares will be delisted from NYSE, and a request for termination of reporting obligations will be filed. A joint press release outlining the offer's results was issued on July 3, 2025, by both parties.

Form Type: SCHEDULE 13D

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325002316

Filing Summary: On February 16, 2025, Global Blue Group Holding AG entered into a Transaction Agreement with Shift4 Payments, Inc. Under this agreement, Shift4 will initiate a tender offer to purchase all outstanding shares of Global Blue. Following the tender offer's settlement, Global Blue will merge with Shift4's newly formed subsidiary, Merger Sub. This merger is collectively referred to as the Transactions. Tencent Mobility Limited, a subsidiary of Tencent Holdings, signed a Tender and Support Agreement with Shift4, agreeing to tender its shares in Global Blue and support the associated proposals at shareholder meetings. The agreement includes several stipulations regarding the governance and transaction conduct during the offer process, including restrictions against competing proposals. Additionally, Huang River Investment Limited, an affiliate of Tencent Mobility, entered into a Subscription Agreement with Shift4 to purchase shares with cash proceeds from the offer. The filing indicates no other actions are planned that would impact the company significantly.