Rocket Internet SE plans to launch an unconditional public tender offer and convenes an extraordinary general meeting; Rocket Internet SE and Elliott sign tender agreement

DGAP-News: Rocket Internet SE / Keyword (s): Share buyback
21.12.2021 / 08:07
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Rocket Internet SE plans to launch an unconditional public tender offer and convenes an extraordinary general meeting; Rocket Internet SE and Elliott sign tender agreement

– The Company intends to make an unconditional public tender offer for a maximum of 27,664,079 bearer shares without par value of the Company.

– The consideration for the cash offer will be EUR 35.00 per Rocket Internet Share

– For Rocket Internet, a buyback of Rocket Internet shares with parallel transferability of offering rights will support the Company’s strategy and long-term objectives and distribute excess liquidity to its shareholders in order to adjust its share capital and structure funding.

– An extraordinary general meeting to be held on January 31, 2022 will decide on the repurchase of the Rocket Internet Shares, following the acquisition as part of the public tender offer addressed to shareholders

– Rocket Internet and Elliott signed a tender agreement

Berlin, December 21, 2021 – The Management Board of Rocket Internet SE (“Rocket Internet” or the “Company”) (ISIN DE000A12UKK6 / WKN A12UKK) plans to offer shareholders of the Company to purchase up to 27,664,079 bearer shares without par value of the Company (the “Rocket Internet Shares”), not held directly by the Company as treasury shares, within the framework of a public tender offer (the “Offer”). Under the Offer, each shareholder will have the right to tender one Rocket Internet Share for four Rocket Internet Shares held; the Company will offer EUR 35.00 in cash for each Rocket Internet Share presented for acceptance (the “Offer Consideration”).

The Company intends to repurchase shares under the Offer with parallel transferability of capital rights in order to support the strategy and long-term objectives of the Company and to distribute the excess cash to its shareholders in order to adjust its share capital and financing structure taking into account developments in capital markets and the general economic environment.

In order to acquire and then buy back the Rocket Internet Shares which will be tendered to the Offer, the Management Board and the Supervisory Board of the Company have decided to convene an extraordinary general meeting, which will be held on January 31, 2022 as a virtual meeting. shareholders. meeting in accordance with the law on measures provided for by company law, cooperative societies, associations, foundations and common heritage to combat the effects of the COVID-19 pandemic of March 27, 2020, as last amended by article 15 of the law of September 10, 2021 The Management Board and the Supervisory Board will propose to the extraordinary general meeting to adopt a resolution on the reduction of the share capital of the Company by the buyback of a maximum of 27,664 079 treasury shares and the acquisition of these Rocket Internet shares in accordance with article 71 para. 1 no. 6 of the German Joint Stock Company Act (Aktiengesetz) in the context of the Offer (“Capital Decrease Resolution”). The resolution relating to the reduction of the share capital and the prior acquisition of own shares within the framework of the Offer requires a simple majority of the votes cast.

To this end, the Company has entered into a tender agreement with Elliott International Ltd and its affiliates (collectively “Elliott”) which own 21,859,962 Rocket Internet shares (approximately 20.22% of the share capital). Global Founders GmbH, the main shareholder of the Company, which owns 67,359,150 Rocket Internet shares (approximately 62.32% of the share capital) (“Global Founders”) is also party to this agreement. Global Founders and Elliott have mutually agreed to vote in favor of the capital decrease resolution. In addition, Global Founders has irrevocably committed to Elliott to transfer to Elliott free of charge most of its offering rights under the Offer. In return, Elliott has irrevocably committed vis-à-vis the Company and Global Founders to tender and transfer upon receipt of the aforementioned offer rights from Global Founders, its Rocket Internet Shares under the Offer to the society.

In the event that the extraordinary general meeting of shareholders adopts the reduction resolution, the Company expects the acceptance period to extend from the end of January 2022 for approx. four weeks (20 working days).

Contact

E: [email protected]

About Rocket Internet

Rocket Internet incubates, builds and operationally develops Internet-based business models. It provides operational support to its companies and helps them develop internationally. In addition, it strategically invests in complementary internet and technology companies globally to grow its network. Rocket Internet companies are active in a number of countries around the world. For more information, please visit www.rocket-internet.com.

Disclaimer / Important Information

This advertisement may not be posted, distributed or transmitted in the United States of America, Canada, Australia or Japan. This communication is not intended for, nor intended for transmission to, nor used by, any person who is a national or resident of any State, country or other jurisdiction, or who is in a jurisdiction where the transmission, publication, availability or use of this communication would violate applicable law or would require registration or license in that jurisdiction.

Neither this advertisement nor its content may be published, sent, distributed or broadcast in the United States of America by any means or instrument of interstate commerce or foreign trade or facilities of a national stock exchange of the United States of America. . This includes, but is not limited to, transmission by facsimile, e-mail, telex, telephone and the Internet. Copies of this announcement and other related materials may not be sent or transmitted within or within the United States of America. Shareholders located or resident in the United States or who act on behalf of or for the benefit of such persons will not be eligible to participate in the Offer or exercise the rights of submission described in this press release. Offer documents, once issued, will not be distributed or sent to the United States.

This communication does not constitute an offer to purchase securities or a solicitation of an offer to purchase securities of the Company in the United States of America, Germany or any other jurisdiction.

The information contained in this announcement is subject to modification, revision and update. To the extent that the announcements contained in this document contain forward-looking statements, these statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “have l ‘intention to’, ‘aim’, ‘assume’ or similar expressions. These statements express the intentions, opinions or current expectations and assumptions of the Company. These forward-looking statements are based on current plans, estimates and forecasts, which the Company has made to the best of its knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by the Company. These forward-looking statements and expectations may prove to be incorrect and actual events or consequences may differ materially from those contained or expressed by such forward-looking statements. The Company assumes no obligation to update any forward-looking statements with respect to the actual development of incidents, underlying conditions, assumptions or other factors.

21.12.2021 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
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