Tender Offer - Certares Opportunities LLC

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-07

Corporate Action: Tender-offer

Type: Update

Accession Number: 000110465925066018

Filing Summary: This Amendment No. 2 to Schedule 13D updates the filing originally made on June 21, 2022, and subsequently amended on February 19, 2025. It pertains to the ordinary shares of Global Blue Group Holding AG. The document discloses that a tender offer was made by GT Holding 1 GmbH (Merger Sub), following a Transaction Agreement with the issuer and Shift4 Payments, Inc. The tender offer commenced on March 21, 2025, and expired on July 2, 2025. During the offer, 9,286,969 ordinary shares were tendered at $7.50 each, and 23,124,705 convertible preferred shares were tendered at $11.81 each. After the offer's completion, Tom Klein resigned from the board of directors, and as of July 3, 2025, the reporting persons ceased beneficial ownership of more than five percent of the issuer's outstanding ordinary shares.

Additional details:

Reporting Person: CK Opportunities Wolverine S.a r.l

Tender Offer Price: 7.50

Shares Tendered: 9286969

Preferred Shares Tendered: 23124705

Preferred Shares Price: 11.81

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-19

Corporate Action: Tender-offer

Type: Update

Accession Number: 000110465925015050

Filing Summary: Amendment No. 1 to Schedule 13D pertains to Global Blue Group Holding AG, which entered into a Transaction Agreement on February 16, 2025, with Shift4 Payments, Inc. This agreement initiates a tender offer for all issued shares of Global Blue by a newly formed entity (Merger Sub). Following the tender offer, a statutory squeeze-out merger will merge Global Blue with Merger Sub, making the latter the surviving entity. CK Opportunities Wolverine, a beneficial owner of shares, has agreed to tender its holdings in the transaction. The amendment provides the percentage of shares beneficially owned by reporting persons, totaling 32,411,674 ordinary shares and representing about 14.6% of the total issued shares, as reported on February 12, 2025. Additional details about the Tender and Support Agreement and obligations of CK Opportunities Wolverine in relation to the tender offer are included.

Additional details:

Beneficial Ownership Percentage: 14.6%

Total Shares Beneficially Owned: 32411674

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