Announcement • Nov 14

Wonder Group, Inc completed the acquisition of Blue Apron Holdings, Inc. (NasdaqGM:APRN) from FreshRealm, Inc. and others.

Wonder Group, Inc submitted non-binding proposal to acquire Blue Apron Holdings, Inc. (NasdaqGM:APRN) from FreshRealm, Inc. and others on August 10, 2023. Wonder Group, Inc entered into an agreement to acquire Blue Apron Holdings, Inc. (NasdaqGM:APRN) from FreshRealm, Inc. and others for $110 million on September 28, 2023. As part of consideration, Wonder Group will pay $13 in cash for each share of Blue Apron. Wonder has fully committed financing already on its balance sheet sufficient to fund the transaction. If the agreement is terminated under certain circumstances specified in the agreement, Blue Apron Holdings will pay $3.1 million to Wonder Group. October 13, 2023, Wonder Group commenced the Offer and will expire one minute past 11:59 P.M., Eastern Time, on November 9, 2023, unless the Offer is otherwise extended or earlier terminated. The transaction is subject to both parties stockholder approval, at least one share more than one-half of all shares of Blue Apron Common Stock then outstanding should be tendered (Minimum Tender Condition), The transaction has been unanimously approved by the Blue Apron and Wonder Group board of directors. As on November 2, 2023, Blue Apron amended and supplemented Items 1 through 9 and Item 11 of the Schedule TO, and added Certain Litigation matters undergoing and filed complaints on October 19, 2023, on October 24, 2023, on October 25, 2023, by the shareholders of Blue Apron, Damir Khamidullin, Steven Weiss and Patrick Plumley respectively with United States District Court regarding certain Violations under the Exchange Act. The outcome of the matters cannot be predicted with certainty. The transaction is expected to be completed in the fourth quarter of 2023. Kris Withrow, Aman Singh and David Michaels of Fenwick & West acted as legal advisors and Goldman Sachs & Co. LLC acted as financial advisor to Wonder Group. Ariel Soiffer, Elese Hanson, David Westenberg, Kim Wethly, Amy Null, Ariella Feingold, Julie Hogan Rodgers, Meghan Walsh, Atul Jain, George Shuster and Nathan Moore, Benjamin Unger, Brett Jackson, Christopher D. Barnstable-Brown and Mark Nylen of Wilmer Cutler Pickering Hale and Dorr acted as legal advisor and J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Blue Apron Holdings. Computershare Trust Company acted as depository and transfer agent to Blue Apron Holdings. Okapi Partners LLC acted as information agent to Blue Apron Holdings. Jessica Asrat of Simpson Thacher & Bartlett LLP acted as legal advisor for FreshRealm. Wonder Group, Inc completed the acquisition of Blue Apron Holdings, Inc. (NasdaqGM:APRN) from FreshRealm, Inc. and others on November 13, 2023. As of November 9, 2023, total of 5,136,073 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, represented approximately 66.63% of the issued and outstanding Shares as of the expiration time. Wonder has accepted for payment. Post acquisition, Blue Apron surviving as a wholly owned subsidiary of Wonder. Following the merger, all Shares ceased trading prior to the opening of trading on Nasdaq on November 13, 2023 and will be delisted from Nasdaq and deregistered under the Exchange Act.

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Wonder Group, Inc completed the acquisition of Blue Apron Holdings, Inc. (NasdaqGM:APRN) from FreshRealm, Inc. and others.

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