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Allegro.eu S.A. — M&A Activity 2022
Jan 13, 2022
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M&A Activity
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Date: 13 January 2022
Current report No. 1/2022
Title: Inside information - fulfilment of another condition precedentstipulated in the agreement on the acquisition of Mall Group a.s. andWE|DO CZ s.r.o.
Legal basis: Art. 17 sec. 1 MAR - inside information
Acting on the basis of Art. 17 sec. 1 of Regulation (EU) No. 596/2014 ofthe European Parliament and of the Council of 16 April 2014 on marketabuse (market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (_quot;MAR_quot;), with reference to: (i)current report No. 14/2021 of 4 November 2021 on the execution ofagreement to acquire Mall Group a.s. and WE|DO CZ s.r.o. (the _quot;SPA_quot;),(ii) current report No. 19/2021 of 2 December 2021 on the fulfilment ofthe first condition precedent stipulated in the SPA, (iii) currentreport No. 21/2021 of 13 December 2021 on the fulfilment of anothercondition precedent stipulated in the SPA, (iv) current report No.22/2021 of 17 December 2021 on the fulfilment of another conditionprecedent stipulated in the SPA, and (v) current report No. 23/2021 of31 December 2021 on the carve-out of Vivantis a.s. from the Mall Groupa.s. capital group, the Board of Directors of Allegro.eu (the _quot;Company_quot;,_quot;Allegro.eu_quot;) hereby gives notice that on 13 January 2022 it learnedthat the Antimonopoly Committee of Ukraine, as the antimonopolyauthority in Ukraine, has granted its consents to the execution of theTransaction, including both the concentrations clearances and theconsent for the non-compete and non-solicitation clauses envisaged inthe SPA.
Therefore, another of the conditions precedent on which completion ofthe Transaction is contingent has been fulfilled. The Company providedinformation on the fulfilment of condition precedent relating to (i) theFDI clearance in Slovenia in current report No. 19/2021, (ii) consent ofthe Office for the Protection of Competition, as the antimonopolyauthority in the Czech Republic, to complete the Transaction in currentreport No. 21/2021 and (iii) consent of the Antimonopoly Office, as theantimonopoly authority in the Slovak Republic, to complete theTransaction in current report No. 22/2021.
As a result, as at the publication date of this current report, four ofthe conditions precedent stipulated in the SPA have been fulfilled. Atthe same time, the two other conditions precedent stipulated in the SPAwith regard to the clearance from the relevant antimonopoly authoritiesand mentioned in current report No. 14/2021 of 4 November 2021 are yetto be fulfilled.
Capitalized terms used but not defined in this current report have themeanings ascribed to them in current report No. 14/2021 of 4 November2021.
Allegro.eu is a Luxembourg public limited (soci_#233;t_#233; anonyme), registeredoffice: 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy ofLuxembourg, Luxembourg Business Register: B214830