windeln.de SE — Capital/Financing Update 2015

Apr 22, 2015

News Details

Corporate | 22 April 2015 16:19

Price range for windeln.de shares set at EUR16.50 to EUR20.50

DGAP-News: windeln.de AG / Key word(s): IPO

2015-04-22 / 16:19

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

Price range for windeln.de shares set at EUR16.50 to EUR20.50

• Offer period to commence on 23 April 2015 and expected to end on 6 May
  2015
• First day of trading on the regulated market (Prime Standard) of the
  Frankfurt Stock Exchange planned for 8 May 2015
• Total offer volume of EUR211 million at the mid-point of the price range,
  assuming full exercise of the over-allotment option
• Company intends to use the net proceeds to fund its continued long-term
  growth and for general corporate purposes

Munich, 22 April 2015. 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 to
customers located in China, has determined the terms for its initial public
offering ("IPO"). The Company has set the price range for the shares of
windeln.de between EUR16.50 and EUR20.50 per share. The offer period will
start on 23 April 2015 and is scheduled to end on 6 May 2015. The final
offer price will be determined based on a bookbuilding process.

The offering consists of initial public offerings in Germany and Luxemburg
and private placements in certain jurisdictions outside of Germany and
Luxembourg. In the United States, the Company's shares will be offered and
sold only to qualified institutional buyers as defined in Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities
Act"). Outside the United States, the Company's shares will be offered and
sold only in offshore transactions in reliance on Regulation S under the
Securities Act. The Company has set up a preferential allocation program
for the benefit of all employees of the Group, including the members of the
Management Board, employed and tax resident in Germany or Switzerland.

The planned offer comprises up to 11,404,899 shares of windeln.de, thereof
5,400,000 newly issued ordinary bearer shares from a capital increase,
4,517,304 existing ordinary bearer shares from the holdings of selling
shareholders, and up to 1,487,595 existing ordinary bearer shares in
connection with an over-allotment option. In connection with the
over-allotment, existing shares are borrowed from certain selling
shareholders, which will be settled with newly issued shares from the
Company in case of an exercise of the greenshoe option. Assuming all
offered shares are placed and the greenshoe option is fully exercised,
approx. 42 percent of the Company's post-IPO share capital will be placed.
At the mid-point of the price range, the total offering size is expected to
amount to EUR211 million including the full exercise of the over-allotment
option and EUR183.5 million excluding the exercise of the over-allotment
option. This corresponds to a market capitalization of EUR470 million and,
in case the greenshoe option granted by the Company is exercised in full,
of EUR497 million (in each case excluding potential dilution through
existing share options, and pre any IPO-related costs).

All main existing shareholders of windeln.de will remain invested in the
Company. windeln.de will raise proceeds from the sale of new shares
amounting to EUR99.9 million based on the mid-point of the price range
(respectively amounting to EUR127.4 million based on the mid-point of the
price range in case of an exercise of the over-allotment option and the
issuance of additional new shares). The Company will use the proceeds to
fund its continued long-term growth, as well as for general corporate
purposes.

"The vast and steady growth of our business during the last years has
proven the attractiveness and competitiveness of windeln.de. The IPO will
enable us to pursue our growth strategy at an accelerated pace in the
coming years", said Alexander Brand, management board member and co-founder
of windeln.de. Konstantin Urban, management board member and co-founder of
windeln.de, added: "Since its inception in 2010, our Company has developed
from an online retailer for baby consumables in Germany to a supplier
serving the needs of young families in Europe and China. The proceeds from
the IPO will help us in further strengthening and extending our already
strong market position."

Upon successful conclusion of the offering, the shares are expected to
start trading on the regulated market (Prime Standard) of the Frankfurt
Stock Exchange on 8 May 2015 under the German Securities Code (WKN) WNDL11
and International Securities Identification Number (ISIN) DE000WNDL110.

The IPO prospectus has been approved by the German Federal Financial
Supervisory Authority (BaFin) and is available from the Company's homepage
(http://corporate.windeln.de/?page_id=2434) for download.

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.

Basic information
First day of trading 8 May 2015
Offer period This offering will start on 23 April 2015 and is expected to
end on 6 May 2015, at 12:00 CEST for retail investors and at 14:00 CEST for
institutional investors
Price range EUR16.50 to EUR20.50 per share
Offering size Total offering size of EUR211 million at the mid-point of the
price range (including exercise of over-allotment option) and EUR183.5
million (excluding exercise of over-allotment option)
Proceeds to the Company Proceeds of approx. EUR99.9 million based on the
mid-point of the price range (respectively amounting to EUR127.4 million
based on the mid-point of the price range and in case of full exercise of
the over-allotment option and the issuance of additional new shares)
Type of offering Public offering of shares in Germany and Luxemburg and
private placements in certain jurisdictions outside of Germany and
Luxembourg
Stock exchange Frankfurt Stock Exchange
Market segment Regulated market (Prime Standard)
ISIN DE000WNDL110
WKN WNDL11
Ticker symbol WDL
Syndicate banks Joint Global Coordinators and Joint Bookrunners: BofA
Merrill Lynch, Deutsche Bank and Goldman Sachs International
Further Joint Bookrunners: Berenberg and COMMERZBANK
Lock-up period Company: 180 days
Preferentially allocated employees: 180 days
Existing shareholders: 180 days
Gut Vermögensverwaltungs GmbH and ABrand Management UG
(haftungsbeschränkt): 360 days

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.

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 has
been approved by the German Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht) and will be available free of charge
from windeln.de AG, Hofmannstraße 51, 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.

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2015-04-22 Dissemination of a Corporate News, transmitted by DGAP - a
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