Zalando (ZAL) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition aims to build a leading pan-European fashion and lifestyle e-commerce ecosystem, leveraging highly complementary B2C and B2B assets and expanding the ecosystem strategy announced in March 2024.

• Dual-brand strategy enables targeting distinct customer segments with separate online experiences, maximizing market penetration and share of wallet.

• SCAYLE's SaaS platform and Zalando's ZEOS/Tradebyte create a unified B2B e-commerce solution for brands and retailers across Europe.

• Both companies are founder-led with strong cultural fit and complementary capabilities, fostering collaboration and mutual respect.

• The deal supports the vision to cover a larger share of the €450 billion European fashion market and drive sustainable, inclusive growth.

Financial terms and conditions

• 100% of ABOUT YOU's share capital to be acquired via a voluntary public tender offer at €6.50 per share, a 12% premium to analyst targets and 107% premium to 3-month VWAP, valuing equity at €1.1 billion.

• Major shareholders representing about 73% of ABOUT YOU's share capital have entered binding agreements to sell.

• Transaction is fully financed from existing liquidity, preserving flexibility for further investments.

Synergies and expected cost savings

• Group EBIT synergies of around €100 million per annum expected in the longer term, mainly from B2B, logistics, payments, and commercial collaboration.

• Synergies include operational efficiencies in logistics, reduced transaction costs in payments, enhanced buying power, and marketing efficiencies.

• Combined logistics network allows for optimized warehouse utilization and no need for additional capacity in the medium term.

• Synergies are both revenue (cross-selling, upselling) and cost-based, with some realized sooner (commercial) and others back-end loaded (logistics, payments).

• Combined B2B software offerings and commercial infrastructure to drive value creation and efficiency.