NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION. Press Release 468 SPAC II SE announces envisaged business combination with Marley Spoon SE as well as a successful pre-SPAC private placement of up to EUR 35m into Marley Spoon SE Luxembourg, 25 April 2023 - 468 SPAC II SE, a publicly listed special purpose acquisition company sponsored by Alexander Kudlich, Ludwig Ensthaler and Florian Leibert, today entered into a definitive business combination agreement with Marley Spoon SE and several agreements with shareholders of Marley Spoon SE, which have committed to exchange their shares in Marley Spoon SE against newly issued shares in 468 SPAC II SE at the closing of the business combination. Based on these agreements, 468 SPAC II SE will acquire a controlling stake in Marley Spoon SE. The business combination and the agreements with the shareholders of Marley Spoon SE are subject to customary closing conditions, including the approval of the business combination by the shareholders of 468 SPAC II SE. With this transaction, 468 SPAC intends to provide Marley Spoon with additional funds and to initiate a relisting of Marley Spoon from Sydney's ASX to the Frankfurt Stock Exchange. As part of the transaction and in addition to the cash that will be provided by 468 SPAC at the closing of the business combination (subject to redemptions), Marley Spoon will already prior to the completion of the business combination receive up to EUR 35m of fresh capital to allow for future growth and to strengthen its balance sheet. Moreover, the terms of an existing debt facility will be improved. The Frankfurt Stock Exchange is the natural listing location for the Berlin headquartered Marley Spoon where the company can benefit from an investor and analyst community that has been witnessing the success of the meal kit market for more than half a decade. Marley Spoon: A global D2C brand based in Germany led by an outstanding founder Marley Spoon is a global direct-to-consumer brand based in Germany. Founded in 2014, Marley Spoon currently operates in three primary regions: Europe (Austria, Belgium, Germany, Denmark and the Netherlands), United States and Australia. To help make weeknights easier and dinners more delicious, the meal kits contain step-by-step recipes and pre-portioned seasonal ingredients to cook better, healthier meals. Marley Spoon’s global mission is delivered as a weekly subscription through its various brands, such as Marley Spoon, Martha Stewart & Marley Spoon, Dinnerly, and Chefgood and helps millions of people to enjoy easier, smarter and more sustainable lives. Since its launch in 2014, Marley Spoon has become a EUR 400M revenue business, serving 300K+ active customers and delivering ~63M meals across 7 countries in Europe, Australia and the US, by offering a range of delivery boxes containing fresh groceries and step-by-step recipes, with 100+ meal options per week. The business combination agreement and the pre-SPAC placement, marks the start of a new chapter in the long-standing relationship between the initiators of 468 SPAC and Fabian Siegel, founder and CEO of Marley Spoon. Having founded Lieferheld and served as Co-CEO of Delivery Hero, Fabian has a long-standing track record in the online food segment. Ongoing offline to online shift in food Food has consistently been the third largest consumer spending category - right behind housing and transportation. In the US, food accounts for ~$2T of annual consumer spend, of which ~$8B is spent on meal kits. So while meal kits are by no means well established today, the market is expected to grow to ~$27B globally by 2028 (13% CAGR) and be a key beneficiary of the industry’s continued offline to online shift. Public market correction creates opportunity to climb back to historical levels Despite clear macro tailwinds across the broader industry, valuations of meal kit companies have been on a turbulent ride over the past several years. And while the public markets rewarded companies for their growth and performance through the COVID years, in our view there’s been a meaningful correction - if not overcorrection - in share prices and trading multiples since the beginning of 2022. 468 SPACs - a repeat European technology SPAC sponsor 468 SPAC II is sponsored by Alexander Kudlich, Ludwig Ensthaler and Florian Leibert, the founders of technology investment firm 468 Capital. The announced transaction follows a successful previous transaction of 468 SPAC I SE which successfully implemented a business combination with Tonies SE in which it supplied the required capital to fuel the Tonies’ successful global expansion 468 SPAC II was raised in January 2022 with a total volume of EUR 210m. For 468 SPAC II, Berenberg served as the financial advisor, Sullivan & Cromwell LLP acted as legal counsel, and Flick Gocke Schaumburg provided tax advice. Media Contact DISCLAIMER This publication may not be published, distributed or transmitted in the United States, Canada or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of 468 SPAC II SE (the “Company”) in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. In the United Kingdom, this publication is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the “PRIIPs Regulation”) for offering or selling the Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation. Solely for the purpose of the product governance requirements contained within MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II and (iii) local implementing measures (together, the “MiFID II Requirements”), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the Public Shares and Public Warrants have been subject to a product approval process. As a result, it has been determined that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II. This publication does not constitute an offer of securities for sale, a solicitation of an offer to purchase Securities, or an offer to acquire MS CDIs in Australia. The Securities referred to herein may not be offered or sold in Australia without a prospectus or other form of disclosure document under the Corporations Act 2001 (Cth) (“Australian Corporations Act”), subject to certain exceptions. This document is not a prospectus or other form of disclosure document under the Australian Corporations Act and does not contain all the information which would be required to be disclosed in a prospectus or other disclosure document under the Australian Corporations Act. The information presented in this publication may differ materially from that presented in any prospectus or other form of disclosure document prepared in connection with any offer of securities. This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions. End of Media Release Issuer: 468 SPAC II SE Key word(s): Finance
25.04.2023 CET/CEST Dissemination of a Press Release, transmitted by EQS News - a service of EQS Group AG. |
Language: | English |
Company: | 468 SPAC II SE |
9 Rue de Bitbourg | |
1273 Luxembourg | |
Luxemburg | |
ISIN: | LU2380748603, LU2380748785 |
WKN: | A3C81B |
Listed: | Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Munich, Stuttgart |
EQS News ID: | 1616827 |
End of News | EQS Media |
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1616827 25.04.2023 CET/CEST
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