DGAP-Adhoc

HelloFresh acquires Factor75, Inc.

DGAP-Ad-hoc: HelloFresh SE / Key word(s): Takeover HelloFresh acquires Factor75, Inc. 23-Nov-2020 / 06:00 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (market abuse regulation - MAR)

 

HelloFresh acquires Factor75, Inc.

International Securities Identification Number (ISIN): DE000A161408
German Securities Code (WKN): A16140
Ticker Symbol: HFG
LEI: 391200ZAF4V6XD2M9G57
Listed: Regulated Market in Frankfurt am Main (Prime Standard)

Berlin, 23 November 2020 - U.S. subsidiaries of HelloFresh SE (the "Company") have today, with the consent of the Company's management board and supervisory board, entered into an agreement to acquire all of the outstanding equity interests of Factor75, Inc. (and including its subsidiaries, "Factor"). Factor is a leading U.S. based provider of fully-prepared, healthy and fresh meals.

The total purchase price for the acquisition is up to USD 277 million in cash, subject to customary purchase price adjustments. Of that amount, USD 177 million is payable upon the closing of the transaction and an aggregate amount of up to USD 100 million is structured as performance-based earn-out, guaranteed by the Company, and ongoing management incentive. Factor is targeting revenue of approx. USD 100 million in 2020.

The closing of the transaction is subject to customary conditions precedent, including inter alia the expiry of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act and the approval of the transaction by the majority of Factor's shareholders, and is currently expected to occur within the next few months.

Competent person for this publication Dr. Christian Ries Group General Counsel HelloFresh SE, Saarbrücker Straße 37a, 10405 Berlin

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