Tender Offer - Global Blue Group Holding AG
Form Type: SC 14D9/A
Filing Date: 2025-07-03
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525155249
Filing Summary: This document serves as an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Global Blue Group Holding AG, an amendment indicating that the tender offer by Merger Sub to acquire all outstanding Global Blue shares has been accepted following its expiration on July 2, 2025. A total of 233,862,778 shares, approximately 97.37%, were validly tendered. The document outlines the offer prices for the different classes of shares and states the intention to merge Global Blue into Merger Sub, with all non-tendered shares to be converted into the right to receive the respective offer consideration. Furthermore, the document mentions plans to delist Global Blue shares from NYSE and terminate reporting obligations under the Exchange Act post-merger.
Additional details:
Offer Price Common Share: $7.50
Offer Price Series A Share: $10.00
Offer Price Series B Share: $11.81
Expiration Time: July 2, 2025, 11:59 p.m. New York City time
Shares Tendered: 233,862,778
Percentage Shares Tendered: 97.37%
Form Type: SCHEDULE 13D/A
Filing Date: 2025-07-03
Corporate Action: Tender-offer
Type: Update
Accession Number: 000095017025093908
Filing Summary: This document is Amendment No. 5 to the Schedule 13D previously filed for Global Blue Group Holding AG, providing updates on ownership and transactions related to their shares. It states that a tender offer commenced on March 21, 2025, by GT Holding 1 GmbH to purchase all outstanding shares of the company, which expired on July 2, 2025. The amendment details that several classes of shares, including Ordinary Shares and Series A Preferred Shares held by Cayman Holdings and Globetrotter, were tendered at specified prices. After the expiration of the offer, the Reporting Persons no longer hold more than five percent of the company's outstanding shares. Additionally, Joseph Osnoss resigned from the board of directors after the completion of the transaction. The amendment includes an updated Annex A with information on directors of involved entities and clarifies that no recent transactions have occurred by the Reporting Persons with respect to the company's shares within the past sixty days.
Additional details:
Item 2 Amendments: Includes amended and restated Annex A with director information.
Item 4 Transaction Agreement: Details the transaction agreement related to the tender offer.
Item 4 Offer Price Per Share: Ordinary Shares at $7.50 and Series A Preferred Shares at $10.00.
Item 5 Ownership: Reporting Persons do not beneficially own any shares post-offer.
Item 7 Exhibit: Annex A included regarding managing members.
Form Type: SC 14D9/A
Filing Date: 2025-06-24
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525145129
Filing Summary: This document is an Amendment No. 6 to the Schedule 14D-9 previously filed by Global Blue Group Holding AG regarding a tender offer by Shift4 Payments, Inc. and its subsidiary GT Holding 1 GmbH. The tender offer aims to acquire all outstanding shares of Global Blue for cash at specified per-share prices: $7.50 for Common Shares, $10.00 for Series A Shares, and $11.81 for Series B Shares. An extension of the offer was announced, now set to expire on July 2, 2025. The document incorporates relevant updates and refers to prior filings while remaining consistent with the initial Schedule 14D-9, filed on March 21, 2025.
Additional details:
Offer Price Common: 7.50
Offer Price Series A: 10.00
Offer Price Series B: 11.81
Expiration Time: 2025-07-02T23:59:00-05:00
Press Release Date: 2025-06-24
Form Type: SC TO-T/A
Filing Date: 2025-06-24
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525145067
Filing Summary: On June 24, 2025, GT Holding 1 GmbH, an indirect wholly owned subsidiary of Shift4 Payments, Inc., announced an extension of its tender offer for all outstanding registered ordinary shares, series A convertible preferred shares, and series B convertible preferred shares of Global Blue Group Holding AG. The expiration time of the offer has been extended to July 2, 2025, at 11:59 p.m. New York City time. Prior to this announcement, the offer was set to expire on June 23, 2025, with approximately 233,255,077 shares validly tendered by that date, representing about 97.12% of the outstanding shares. The announcement includes updated documentation and a press release regarding the extension of the tender offer.
Additional details:
Price Per Share Global Blue Common: $7.50
Price Per Share Global Blue Series A: $10.00
Price Per Share Global Blue Series B: $11.81
Expiration Date: 2025-07-02
Form Type: SC 14D9/A
Filing Date: 2025-06-06
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525136279
Filing Summary: This document is an Amendment No. 5 to Schedule 14D-9 related to the solicitation and recommendation statement of Global Blue Group Holding AG regarding a tender offer by Shift4 Payments, Inc. and its subsidiary GT Holding 1 GmbH to acquire all outstanding shares of Global Blue. The tender offer specifies an offer price of $7.50 per common share, $10.00 per Series A share, and $11.81 per Series B share. The original offer was set to expire on June 5, 2025, but it has been extended until June 23, 2025. The document provides detailed information pertaining to the tender offer's conditions and the process under which the shares will be accepted for payment and the consideration to be paid to shareholders. It also includes amendments made to prior filings and an updated exhibit list that now includes a press release dated June 6, 2025, related to the tender offer.
Additional details:
Offer Price Common Share: $7.50
Offer Price Series A Share: $10.00
Offer Price Series B Share: $11.81
Expiration Time: June 23, 2025
Press Release Date: 2025-06-06
Form Type: SC TO-T/A
Filing Date: 2025-06-06
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525136260
Filing Summary: Amendment No. 4 to the Tender Offer Statement on Schedule TO filed by Shift4 Payments, Inc. outlines an extension of the tender offer for Global Blue Group Holding AG's shares. The amendment was filed on June 6, 2025, extending the offer expiration to June 23, 2025. Initially set to expire on June 5, 2025, the offer allows for the acquisition of Global Blue's registered ordinary shares at a price of $7.50, A Convertible Preferred Shares at $10.00, and B Convertible Preferred Shares at $11.81. Approximately 96.95% of Global Blue Shares have been validly tendered by the deadline prior to this extension. This update reflects ongoing efforts to finalize the offer amidst substantial shareholder participation.
Additional details:
Tender Offer Price Common: 7.50
Tender Offer Price A Preferred: 10.00
Tender Offer Price B Preferred: 11.81
Expiration Time: 2025-06-23T23:59:00
Validly Tendered Shares: 232846816
Total Outstanding Shares: 240175016
Form Type: SC 14D9/A
Filing Date: 2025-05-21
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525123622
Filing Summary: This document constitutes Amendment No. 4 to the Solicitation/Recommendation Statement filed by Global Blue Group Holding AG with the SEC regarding a tender offer by Shift4 Payments, Inc. and GT Holding 1 GmbH to acquire all outstanding Global Blue shares. The offer price is $7.50 for common shares, $10.00 for Series A shares, and $11.81 for Series B shares. The tender offer was set to expire on May 20, 2025, but has been extended to June 5, 2025. The document incorporates relevant information from the original Schedule 14D-9 filed on March 21, 2025, and updates specific details regarding acceptance and payment processes following the expiration of the offer. A press release by Shift4 Payments dated May 21, 2025, is included as an exhibit to this amendment.
Additional details:
Tender Offer Price Common: $7.50
Tender Offer Price Series A: $10.00
Tender Offer Price Series B: $11.81
Offer Expiration Date: 2025-06-05
Press Release Date: 2025-05-21
Form Type: SC TO-T/A
Filing Date: 2025-05-21
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525123583
Filing Summary: This document is an Amendment No. 3 to the Tender Offer Statement on Schedule TO filed by Shift4 Payments, Inc. regarding the tender offer by its indirect wholly owned subsidiary, GT Holding 1 GmbH, for all outstanding registered ordinary shares, series A convertible preferred shares, and series B convertible preferred shares of Global Blue Group Holding AG. The offer price per share is set at $7.50 for ordinary shares, $10.00 for series A convertible preferred shares, and $11.81 for series B convertible preferred shares. As of the last business day prior to this amendment, approximately 232,150,795 shares had been validly tendered, representing approximately 96.66% of the shares outstanding. Furthermore, the expiration date of the offer has been extended to June 5, 2025.
Additional details:
Offer Price Common Shares: 7.5
Offer Price Series A: 10
Offer Price Series B: 11.81
Validly Tendered Shares: 232150795
Percentage Tendered: 96.66
Original Expiration Date: 2025-05-20
New Expiration Date: 2025-06-05
Form Type: SC 14D9/A
Filing Date: 2025-05-07
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525114376
Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Global Blue Group Holding AG. It relates to a tender offer made by Shift4 Payments, Inc. and its subsidiary to acquire all outstanding shares of Global Blue at specified cash prices: $7.50 per common share, $10.00 per Series A share, and $11.81 per Series B share. The tender offer's expiration date was originally set for May 6, 2025, but was subsequently extended. An extraordinary general meeting of shareholders was held on May 6, 2025, during which shareholders approved all proposals regarding Board modifications related to the tender offer. The results of the meeting are detailed in a separate Form 6-K filed on May 7, 2025.
Additional details:
Tender Offer Price Common: 7.50
Tender Offer Price Series A: 10.00
Tender Offer Price Series B: 11.81
Extraordinary General Meeting Date: 2025-05-06
Extraordinary General Meeting Location: Niederer Kraft Frey Ltd., Bahnhofstrasse 53, 8001 Zurich, Switzerland
Shareholder Approval: approved all proposals regarding the Board Modification
Form Type: SC TO-T/A
Filing Date: 2025-05-07
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525114338
Filing Summary: On May 7, 2025, GT Holding 1 GmbH, an indirect wholly owned subsidiary of Shift4 Payments, Inc., announced an extension of the expiration date of its tender offer for the outstanding shares of Global Blue Group Holding AG. The new expiration date is set for May 20, 2025, at 11:59 p.m. New York City time, which extends the previously set expiration of May 6, 2025. As of the previous expiration date, approximately 232,130,611 shares had been validly tendered, representing about 96.65% of the total outstanding shares. Furthermore, an extraordinary general meeting (EGM) of Global Blue's shareholders was held on May 6, 2025, where all proposals regarding Board modifications were approved. This information is further detailed in Global Blue's Form 6-K also filed on May 7, 2025.
Additional details:
Tender Offer Price: $7.50
Tender Offer Price Series A: $10.00
Tender Offer Price Series B: $11.81
Expiration Date: 2025-05-20
Percentage Of Shares Tendered: 96.65%
Number Of Shares Tendered: 232130611
Total Outstanding Shares: 240175016
Form Type: SC 14D9/A
Filing Date: 2025-04-09
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525076203
Filing Summary: This document is an amendment to Schedule 14D-9 previously filed by Global Blue Group Holding AG regarding a tender offer initiated by Shift4 Payments, Inc. and its subsidiary GT Holding 1 GmbH to acquire all outstanding shares of Global Blue. The tender offer includes cash payments of $7.50 per common share, $10.00 per Series A share, and $11.81 per Series B share, with details of the offer referenced in the Offer to Purchase dated March 21, 2025. Amendments include updates on the Support Agreements and the scheduling of an Extraordinary General Meeting (EGM) for May 6, 2025, to discuss a Board Modification following a unanimous board recommendation for approval. Additionally, the document addresses recent legal actions initiated by purported shareholders alleging misrepresentation in the disclosure documents, emphasizing that the company believes these claims are without merit and in full compliance with legal standards.
Additional details:
Tender Offer Price Common: 7.50
Tender Offer Price Series A: 10.00
Tender Offer Price Series B: 11.81
Extraordinary General Meeting Date: 2025-05-06
Voting Record Date: 2025-04-25
Lawsuit Case Names: ["Kevin Welsh v. Global Blue Group Holding AG","John Clark v. Global Blue Group Holding AG"]
Support Agreement Party: Morgan Stanley Global Income Funding Trust
Support Agreement Date: 2025-03-31
Form Type: SC 14D9
Filing Date: 2025-03-21
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525059746
Filing Summary: Global Blue Group Holding AG filed a Schedule 14D-9 related to a tender offer by GT Holding 1 GmbH on March 21, 2025, aiming to acquire all outstanding Global Blue shares. The tender offer proposes the following cash prices: $7.50 per Global Blue Common Share, $10.00 per Series A Share, and $11.81 per Series B Share. The completion of the offer is contingent on specific conditions, including the valid tendering of at least 90% of all outstanding shares and relevant regulatory approvals. The merger agreement following the offer indicates the intent to perform a statutory squeeze-out merger, leading to Global Blue's dissolution and integration into the acquirer. The filing details compensation structures for equity awards and outlines potential transaction bonuses for executives associated with the transaction, reflecting an overarching strategy to incentivize key personnel during the acquisition process.
Additional details:
Offer Price Common: 7.50
Offer Price Series A: 10.00
Offer Price Series B: 11.81
Accepted Time: Expiration Time of the Offer
Expiration Time: 2025-04-17T23:59:59-04:00
Form Type: SC TO-T
Filing Date: 2025-03-21
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525059711
Filing Summary: The Tender Offer Statement on Schedule TO is filed by Shift4 Payments, Inc. for a third-party tender offer to purchase all outstanding shares of Global Blue Group Holding AG (Global Blue). The offer includes three types of shares: Global Blue Common Shares at $7.50 per share, Series A Convertible Preferred Shares at $10.00 per share, and Series B Convertible Preferred Shares at $11.81 per share. The offer is part of a merger agreement dated February 16, 2025, with various attachments including letters of transmittal for each share type. The documentation outlines procedures for accepting the offer, withdrawal rights, tax consequences, conditions of the offer, and plans for Global Blue post-offer. The company has provided details on various financial aspects and the background of the offer, showing a clear intention to acquire control over Global Blue through this tender offer.
Additional details:
Cik Number: 0001842567
Subject Company Name: Global Blue Group Holding AG
Offeror Name: GT Holding 1 GmbH
Offer Price Common Shares: 7.50
Offer Price Series A Shares: 10.00
Offer Price Series B Shares: 11.81
Total Shares Outstanding Common: 210317792
Total Shares Outstanding Series A: 17684377
Total Shares Outstanding Series B: 23124705
Form Type: SC14D9C
Filing Date: 2025-02-26
Corporate Action: Tender-offer
Type: New
Accession Number: 000162828025007939
Filing Summary: Global Blue Group Holding AG has filed a Schedule 14D-9 preliminary communication regarding a planned tender offer by a wholly-owned Swiss limited liability company of Shift4 Payments, Inc. to acquire all outstanding registered ordinary shares, series A convertible preferred shares, and series B convertible preferred shares of Global Blue at set prices per share. The offer is detailed as $7.50 for registered ordinary shares, $10.00 for series A convertible preferred shares, and $11.81 for series B convertible preferred shares. The filing emphasizes that this communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities. Investors are urged to read the forthcoming tender offer materials carefully, as they will contain significant information regarding the tender offer and the recommended processes for shareholders.
Additional details:
Tender Offer Price Ordinary: 7.50
Tender Offer Price Preferred A: 10.00
Tender Offer Price Preferred B: 11.81
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