お知らせ • Jul 03
Shift4 Payments, Inc. (NYSE:FOUR) completed the acquisition of Global Blue Group Holding AG (NYSE:GB) from group of shareholders.
Shift4 Payments, Inc. (NYSE:FOUR) submitted to a non-binding indication of interest to acquire Global Blue Group Holding AG (NYSE:GB) from group of shareholders for approximately $1.5 billion on December 4, 2024. Shift4 Payments, Inc. (NYSE:FOUR) enter into the Transaction Agreement to acquire Global Blue Group Holding AG from group of shareholders for approximately $1.5 billion on February 16, 2025. The indication of interest proposed an acquisition by Shift4 of Global Blue in a cash-and-stock transaction at a price per Global Blue common share of $7.30, with 80% of the consideration to be paid in cash and 20% to be paid in Shift4 Class A common stock and stated that the potential transaction would not be subject to any financing contingency. As part of consideration under the terms of agreement, Shift4 Payments, Inc. will acquire Global Blue (i) at a price per share equal to $7.50 (the “Common Shares Consideration”), representing a 15% premium to Global Blue's closing shares as of February 14, 2025, (ii) registered series A convertible preferred shares, nominal value of CHF 0.01 per share, of Global Blue, at a price per share equal to $10.00 (the “Series A Shares Consideration”), and (iii) registered series B convertible preferred shares, nominal value of CHF 0.01 per share, of Global Blue (the “Global Blue Series B Shares”), at a price per share equal to $11.81. On February 16, 2025, in connection with the Transaction Agreement, Shift4 entered into a commitment letter with Goldman Sachs Bank USA (“GS”), pursuant to which GS has committed to (i) provide Shift4 LLC with 364-day bridge loan facilities in an aggregate principal amount of $1,795 million, consisting of (x) a senior secured 364-day bridge loan facility in an aggregate principal amount of $1.0 billion and (y) a senior unsecured 364-day bridge loan facility in an aggregate principal amount of $795.0 million. In case of termination, Global Blue Group Holding will pay $40 million as termination fee.
The transaction is subject to regulatory approvals, other customary closing conditions, and a minimum tender of 90% of Global Blue’s issued and outstanding common shares and preferred shares on a combined basis. Completion of the Offer and the Merger is subject to merger control clearance in each of Portugal, Spain and Turkey i.e., approval by the Portuguese Competition Authority (“PCA”), approval by the National Markets and Competition Authority (“CNMC”) in Spain and approval by the Turkish Competition Authority (the “TCA”), approval by the Federal Ministry of Labor and Economic Affairs ( Bundesministerium für Arbeit und Wirtschaft , “BMAW”) in Austria, approval by approval by the Italian Presidency of the Council of Ministers ( Presidenza del Consiglio dei Ministri ), (the “Italian FDI Authority”). The acquisition has been unanimously approved by the boards of directors of Shift4 and Global Blue, and the board of directors of Global Blue has unanimously resolved that it will recommend to the Global Blue shareholders to accept the tender offer. As of April 17, 2025, approximately 231,574,334 shares have been validly tendered and not withdrawn, representing approximately 96.42% of the issued and outstanding shares. As of April 18, 2025, Shift4 Payments is extending its previously announced all-cash tender offer to purchase all of the outstanding shares of Global Blue Group. The tender offer will remain open until one minute after 11:59 p.m. (New York City time) on May 6, 2025, and may be extended again while the parties await certain regulatory approvals. The transaction is expected to close by the third quarter of calendar year 2025. Shift4 Payments, LLC's (Shift4 LLC) proposed senior secured term loan B. Proceeds from the issuance, along with other sources, will be used to fund the acquisition of Global Blue Group Holding AG. The tender offer will remain open until on May 20, 2025 and may be extended again while the parties await certain regulatory approvals. As of May 21, 2025, Global Blue’s board of directors has unanimously recommended that all shareholders tender their shares into the offer. The tender offer will remain open until one minute after 11:59 p.m. (New York City time) on June 5, 2025 and may be extended again while the parties await certain regulatory approvals. Shareholders who have already tendered their shares do not need to take further action in response to this extension. On May 20, 2025, approximately 232,150,795 shares have been validly tendered and not withdrawn, representing approximately 96.66% of the issued and outstanding shares. As of June 6, 2025, Shift4 Payments is further extending its previously announced all-cash tender offer to purchase all of the outstanding shares of Global Blue Group. The tender offer will remain open until one minute after 11:59 p.m. (New York City time) on June 23, 2025 and may be extended again while the parties await certain regulatory approvals. On June 24, 2025, Merger Sub announced an extension of the Offer until one minute after 11:59 p.m., New York City time, July 2, 2025, unless the Offer is further extended or earlier terminated as permitted by the Transaction Agreement.
Elizabeth Cooper, Mark Viera, Chris Vallance, Nishita Vasan, Russell Light, Tristan Brown, Hui Lin, Jessica Asrat, Catherine Burns, Shahpur Kabraji, Dorothy Hector, Étienne Renaudeau, Henry Llewellyn, Lori Lesser, Dennis Loiacono, James Rapp and Chris May of Simpson Thacher & Bartlett LLP acted as legal advisor to Global Blue Group and Maples Corporate Services Limited, Goldman Sachs & Co. LLC is acting as exclusive financial advisor, Andrew Elken and Leah Sauter of Latham & Watkins LLP and Marco Toni of Loyens & Loeff N.V. acted as legal advisor to Shift4, Silver Lake Europe LLP acted as legal advisor to Maples Corporate Services Limited. An unknown Investment Legal Department acted as advisor to Ant International Technologies (Hong Kong) Holding Limited, Malcolm Lombers of Herbert Smith Freehills LLP acted as legal advisor to Knighthead Capital Management, LLC and Certares Management LLC, Hamesh Khatkar of Kirkland & Ellis International LLP acted as legal advisor to Partners Group Private Equity (Master Fund), LLC, Partners Group Barrier Reef, L.P., Partners Group Client Access 5, L.P., Davis Polk & Wardwell acted as legal advisor to Tencent Holdings Limited. J.P. Morgan Securities LLC and IFBC AG is acting as lead financial advisor and fairness opinion provider for Global Blue, Deutsche Bank Securities, IFBC, Oppenheimer & Co. Inc., PJT Partners, and UBS are acting as financial advisors (in alphabetical order),and Philipp Haas, Ulysses von Salis, Philip Spoerlé, Markus Kronauer and Marc Vogelsang of Niederer Kraft Frey Ltd are acting as legal counsel. Global Blue Group Holding has retained D.F. King & Co., Inc. to act as the Information Agent and Equiniti Trust Company, LLC to act as the Depositary in connection with the Offer.
Shift4 Payments, Inc. (NYSE:FOUR) completed the acquisition of Global Blue Group Holding AG (NYSE:GB) from group of shareholders on July 2, 2025. As part of the offer 233,862,778 Shares had been validly tendered and not properly withdrawn pursuant to the Tender Offer, representing in the aggregate approximately 97.37% of the issued and outstanding Shares. Shift4 intends to cause Global Blue to delist its shares from NYSE and effect a squeeze-out merger under Swiss law to acquire all remaining 2.63% of outstanding Shares. All of the conditions to the consummation of the Tender Offer have been satisfied. Effective immediately the current directors of Global Blue were replaced with those Shift4 appointed directors. Shift4 obtained the funds necessary to fund the acquisition through cash on hand and proceeds from the borrowings under certain financing arrangements, including a senior secured term loan facility of Shift4 Payments, LLC, a Delaware limited liability company and direct subsidiary of Shift4, in an aggregate principal amount of $1 billion pursuant to the Credit Agreement (as defined below), issuance of 10,000,000 shares, or $1 billion aggregate liquidation preference, of Shift4’s new class of 6.00% Series A Mandatory Convertible Preferred Stock for net proceeds of $975.0 million and issuance by Shift4’s subsidiaries Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. of €680 million aggregate principal amount of 5.500% Senior Notes due 2033 and $550 million aggregate principal amount of 6.750% Senior Notes due 2032 for aggregate net proceeds of approximately $1.3 billion.