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. 
 
                                         [phone] 
*Competent person for this publication* 
                                         [e-mail] 
Dr. Christian Ries 
                                         www.hellofreshgroup.com 
Group General Counsel 
 
HelloFresh SE, Saarbrücker Straße 
37a, 10405 Berlin 
*Press contact*                          [phone] 
 
Saskia Leisewitz                         [e-mail] 
 
Senior Manager Corporate Communications  www.hellofreshgroup.com 
 
HelloFresh SE, Saarbrücker Straße 
37a, 10405 Berlin 
 
*Legal Disclaimer* 
 
This document contains forward-looking statements relating to the business, 
financial performance and results of the Company, the HelloFresh Group, 
Factor or the industry in which each of the HelloFresh Group and Factor 
operate. These statements may be identified by words such as "will", 
"expect", "belief", "estimate", "plan", "target" or "forecast" and similar 
expressions, or by their context. Forward-looking statements include 
statements regarding: strategies, outlook and growth prospects; future plans 
and potential for future growth; growth of products and services in new 
markets; industry trends; and the impact of regulatory initiatives. These 
statements are made on the basis of current knowledge and assumptions and 
involve risks and uncertainties. Various factors could cause actual future 
results, developments or events to differ materially from those described in 
these statements, and neither the Company nor any other person accepts any 
responsibility for the accuracy of the opinions expressed in this document 
or the underlying assumptions. No obligation is assumed to update any 
forward-looking statements. 
 
23-Nov-2020 CET/CEST The DGAP Distribution Services include Regulatory 
Announcements, Financial/Corporate News and Press Releases. 
Archive at www.dgap.de 
Language:    English 
Company:     HelloFresh SE 
             Saarbrücker Straße 37a 
             10405 Berlin 
             Germany 
E-mail:      [e-mail] 
Internet:    www.hellofreshgroup.com 
ISIN:        DE000A161408 
WKN:         A16140 
Indices:     MDAX 
Listed:      Regulated Market in Frankfurt (Prime Standard); Regulated 
             Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, 
             Stuttgart, Tradegate Exchange 
EQS News ID: 1149798 
 
End of Announcement DGAP News Service 
 
1149798 23-Nov-2020 CET/CEST 
 
 

(END) Dow Jones Newswires

November 23, 2020 00:00 ET (05:00 GMT)