Allegro Acquisition of Mall Group Presentation
Transaction highlights
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Transaction
summary
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Acquisition
perimeter
Valuation
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Financing
Closing
conditions
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Allegro to acquire 100% of Mall Group a.s. ("Mall Group") and WE | DO CZ s.r.o. ("WE | DO") from selling shareholders PPF, EC
Investments and Rockaway Capital1
Comprises the e-commerce and logistics businesses and brands of Mall Group based in Czech Republic, Slovakia, Hungary,
Slovenia, Croatia and Poland
In FYE Mar-21, Mall Group achieved GMV of €915m (PLN 4.2bn), gross margin of 14%² and breakeven EBITDA³
Enterprise Value of €925m (+ an up to €50m price adjustment) 4,5 or PLN 4.3bn for 100% of Mall Group shares on a cash and debt
free basis
。 This equates to ~1.0x6 LTM Mar-21 GMV and ~7.2x6 LTM Mar-21 Gross Profit
Equity Value of €881m (or PLN 4.1bn) after an adjustment of €44m for debt and debt-like items
• 53.7% of equity value paid via cash consideration of €474m (or PLN 2.2bn) to be financed with cash in hand and new debt
46.3% of equity value settled via stock consideration of €407m (or PLN 1.9bn)
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o Share volume to be issued is fixed based on 3M VWAP of PLN 55.98; volume to be issued capped at 33.6m shares
o Allegro shares issued to sellers are subject to a 12-months lock-up period
o Allegro has discretion to pay all or part of stock consideration in cash instead of issuing shares
Allegro pro-forma leverage post-transaction expected to be <3.0x9 as of the end of H1 2022
Further details concerning transaction structure and financing included in appendix
Closing subject to merger control / regulatory approvals
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Closing expected in H1 2022
Note: Financials converted from EUR to PLN at EUR1 = PLN4.6208 as of 29-Oct-2021; Mall Group businesses Mall Pay, Mall TV and Vivantis, as well as Košik are excluded from the transaction perimeter
1. SPA has been concluded by and between Allegro.eu and Allegro.pl as the buyers and the following entities as the sellers: (i) EC Investments a.s. (owning 40% of the shares in Mall Group a.s.), (ii) BONAK a.s. (owning 40% of the shares in Mall Group a.s.), entity belonging to the PPF capital group, (iii) Rockaway e commerce
a.s. (owning 20% of the shares in Mall Group a.s.), and (vi) Titancoin International a.s. (owning 100% of the ownership interest in WE | DO CZ s.r.o.), entity belonging to EC Investments (40% of shares), PPF capital group (40% of shares) and Rockaway capital group (20% of shares)
2. As % of GMV
3. Mall Group EBITDA FYE Mar-21 of PLN 14m (FYE Mar-21 EBITDA incl. WE | DO of PLN 3m). Mall Group (target perimeter) and WE | DO financials based on management accounts as per IFRS
4. Total of €975m equivalent to PLN 4,505m converted from EUR to PLN at EUR1 = PLN4.6208 as of 29-Oct-2021
5. Variable price adjustment payment is conditioned on Mall Group delivering on its budget for FYE Mar-22
6. Based on Enterprise Value (incl. transaction costs)
7. Representing 3.3% of Allegro.eu total issued capital
8. For details please refer to Current Report
9. Leverage defined as Net debt/ PF LTM EBITDA
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