Allegro Acquisition of Mall Group Presentation
Transaction structure
Funding consideration
MALL GROUP WE DO
EV €925m
Equity value €881m
Price
adjustment
€0-50m
Debt and
debt-like
items
€44m
Existing
shareholders
Cash
PPF
EC Investments
rockaway
(40% ownership)
€352m
(40% ownership)
€352m
(20% ownership)
€176m
€231m
Stock /
additional cash
€121m
Net debt / LTM EBITDA
1.8x
<3.0x
€231m
€11m
€474m
Pre transaction
Dec-21
Pro-forma
Jun-22
€121m
€165m
€407m
€925m
PLN 4,274m
•
Settled with either:
issued capital at PLN 55.98 (€12.11)
33.6m shares representing 3.3% of Allegro.eu total
In cash at Allegro's option
Note: Financials converted from EUR to PLN at EUR1 = PLN4.6208 as at 29-Oct-21. Part of the EUR/PLN exposure will be hedged at signing
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)
Source: Company information
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