Nakiki SE
windeln.de plans IPO in 2015
DGAP-News: windeln.de GmbH / Key word(s): IPO 2015-04-10 / 07:30 --------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. windeln.de plans IPO in 2015 - Listing on the regulated market (Prime Standard) of the Frankfurt Stock Exchange envisaged - One of the leading and fastest growing online retailers for baby and toddler products with a revenue CAGR of 117% from 2012 to 2014 - Planned initial public offering will consist of new shares to support the Company's future growth as well as of shares from the holdings of certain existing shareholders - Main selling shareholders will remain invested in the Company Munich, 10 April 2015. windeln.de GmbH (after conversion windeln.de AG) ("windeln.de" or the "Company"), one of the leading and fastest growing online retailers for baby, toddler and children products in Germany, Austria and Switzerland, which has also established a successful e-commerce business of selling baby products (mainly baby food) to customers located in China, is preparing an initial public offering ("IPO") in Germany and Luxembourg and private placements in certain jurisdictions outside of Germany and Luxembourg. The Company intends to list its shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange in 2015, subject to market conditions. The offer is expected to consist of newly issued shares from a capital increase amounting to approximately EUR100 million and the sale of shares by certain existing shareholders in the amount of approximately EUR80 million, excluding potential greenshoe proceeds (to stem from an additional capital increase) of up to 15% of the total base offering. Assuming full exercise of the greenshoe, the total offer size would amount to approximately EUR200 million. All main existing shareholders of windeln.de will remain invested in the Company. The Company's current main shareholders are DN Capital (24.3%), Acton Capital (19.5%), Goldman Sachs (12.8%), Deutsche Bank (11.1%), MCI Private Ventures (8.8%), 360 Capital (4.3%) as well as two managing directors and founders of windeln.de through Gut Vermögensverwaltung (8.7%) and ABrand Management (4.6%), respectively. windeln.de intends to use the net proceeds of the offering it will receive from the sale of the newly issued shares to fund its continued long-term growth, as well as for general corporate purposes (see annex). Alexander Brand, managing director and co-founder of windeln.de, said: "windeln.de has shown significant growth since its inception in 2010 evidenced by a revenue compound annual growth rate (CAGR) of 117% from 2012 to 2014. Reaching profitability with our business segment 'windeln.de' in 2014 was an important milestone and proves the attractiveness and competitiveness of our business model. Taking our company public is the next logical step as we will establish an even stronger platform to accelerate the future long-term growth of our company." Since its inception in 2010, windeln.de has grown consistently, both organically and through acquisitions. The management team has a track record of successfully executing and integrating acquisitions of other companies to further build windeln.de's business, as evidenced by the acquisition of Kindertraum.ch AG in Switzerland at the end of 2013. BofA Merrill Lynch, Deutsche Bank and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners. Berenberg and COMMERZBANK have been mandated as additional Joint Bookrunners. The annexes to this release include further important information on windeln.de, including outlook, financial information and key performance indicators. The full press release including the annexes is available at http://corporate.windeln.de/?page_id=2434. Press Contact Christian Falkowski Phone: +49 (89) 4161 7151 21 Email: cfalkowski@windeln.de About windeln.de windeln.de is one of the leading pure-play online retailers specializing in baby and toddler products in Germany, Austria and Switzerland. The Company also successfully sells baby and toddler products to customers in China. windeln.de offers approximately 100,000 products from over 1,000 brands, which young parents can comfortably order online. The offer ranges from diapers and baby food to child furniture, toys, clothing, strollers and car seats, making windeln.de a one-stop shop for parents. windeln.de was founded by Konstantin Urban and Alexander Brand in October 2010 and currently employs over 300 members of staff. Disclaimer These materials may not be published, distributed or transmitted, directly or indirectly, in or into the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of windeln.de AG (the "Company") in the United States, Germany or any other jurisdiction. 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 or under the applicable securities laws of Australia, Canada or Japan. Any offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of a securities prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements. The securities prospectus will be published promptly upon approval by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and will be available free of charge from windeln.de AG, Schertlinstraße 8, 81379 Munich, Germany, or on the Company's website. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, the Joint Global Coordinators and the Joint Bookrunners (all banks together, the "Underwriters"), and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. This announcement does not constitute a recommendation concerning the potential offering of securities described in this announcement (the "Offering"). Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned. The Underwriters are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any other matter referred to herein. In connection with the Offering, the Underwriters and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and may otherwise deal for their own accounts. Accordingly, references in the Prospectus, once published, to the securities being issued should be read as including any issue or offer to the Underwriters and any of their affiliates acting as investors for their own accounts. In addition certain of the Underwriters or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of the Company's shares. The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or, with limited exception, other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. --------------------------------------------------------------------- 2015-04-10 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 342857 2015-04-10
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