[SC 14D9/A] Global Blue Group Holding AG Amended Tender Offer Recommendation

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SC 14D9/A

Rhea-AI Filing Summary

Global Blue Group Holding AG (GB) filed Amendment No. 7 to its Schedule 14D-9 in connection with the cash tender offer launched by Shift4 Payments, Inc. and its subsidiary GT Holding 1 GmbH. The amendment confirms that the offer expired at 12:00 a.m. (NYC) on 3 July 2025 and was fully successful.

Equiniti Trust Company, the depository, reported that 233,862,778 shares鈥攁pproximately 97.37 % of outstanding equity鈥攚ere validly tendered and not withdrawn, satisfying all offer conditions, including the minimum-tender threshold. Merger Sub has accepted these shares and will promptly disburse cash consideration of $7.50 per ordinary share, $10.00 per Series A share and $11.81 per Series B share.

Because Merger Sub now controls more than the statutory threshold required under Swiss law, a short-form merger with Global Blue will be executed. Non-tendering shareholders will have their shares cancelled and converted into the same cash consideration at the merger鈥檚 effective time.

Shift4 intends to delist Global Blue from the NYSE and, once eligibility criteria are met, file to terminate Exchange Act reporting obligations, effectively taking the entity private. An exhibit index is updated to incorporate a joint press release dated 3 July 2025 summarising these developments.

In essence, the transaction has crossed the finish line, granting near-certain liquidity to remaining minority holders and paving the way for Global Blue鈥檚 integration into Shift4鈥檚 ecosystem and subsequent deregistration.

Global Blue Group Holding AG(GB)電� Shift4 Payments, Inc.鞕€ 攴� 鞛愴殞靷� GT Holding 1 GmbH臧€ 鞝滌晥頃� 順勱笀瓿店皽毵れ垬鞕€ 甏€霠晿鞐� Schedule 14D-9鞚� 靾橃爼鞎� 7順鸽ゼ鞝滌稖頄堨姷雼堧嫟. 鞚� 靾橃爼鞎堨潃鞝滌晥鞚� 2025雲� 7鞗� 3鞚� 雺挫殨鞁滉皠鞛愳爼(00:00)鞐� 毵岆霅橃棃鞙茧┌ 鞕勳爠頌� 靹标车鞝侅澊鞐堧嫟瓿� 頇曥澑頄堨姷雼堧嫟.

鞓堨箻旮瓣磤鞚� Equiniti Trust Company電� 233,862,778欤尖€旊皽頄� 欤检嫕鞚� 鞎� 97.37%鈥旉皜鞙犿毃頃橁矊鞝滌稖霅橁碃觳犿殞霅橃 鞎婌晿雼�瓿� 氤搓碃頄堨溂氅�, 鞚措姅斓滌唽毵れ垬臁瓣贝鞚� 韽暔頃� 氇摖鞝滌晥臁瓣贝鞚� 於╈”頃╇媹雼�. Merger Sub電� 鞚� 欤检嫕鞚� 靾橂澖頄堨溂氅� 氤错喌欤� 欤茧嫻 7.50雼煬, 鞁滊Μ歃� A 欤茧嫻 10.00雼煬, 鞁滊Μ歃� B 欤茧嫻 11.81雼煬鞚� 順勱笀雽€旮堨潉鞁犾啀頌� 歆€旮夗暊鞓堨爼鞛呺媹雼�.

Merger Sub臧€ 順勳灛鞀れ渼鞀� 氩曤靸� 鞖旉惮霅橂姅氩曥爼旮办鞚� 齑堦臣頃橃棳歆€攵勳潉氤挫湢頃棎霐半澕 Global Blue鞕€ 臧勳唽頇� 頃╇硲鞚� 鞁ろ枆霅� 鞓堨爼鞛呺媹雼�. 鞝滌晥鞐� 鞚戫晿歆€ 鞎婌潃欤检＜電� 頃╇硲須牓氚滌儩鞁滌爯鞐� 攴鸽摛鞚� 欤检嫕鞚� 旆唽霅橁碃霃欖澕頃� 順勱笀雽€臧€搿� 鞝勴櫂霅╇媹雼�.

厂丑颈蹿迟4电� Global Blue毳� NYSE鞐愳劀靸侅灔韽愳頃� 瓿勴殟鞚措┌, 鞛愱博旮办 於╈” 頉� Exchange Act 氤搓碃鞚橂 膦呺 鞁犾箔鞚� 鞝滌稖頃橃棳鞁れ鞝侅溂搿� 須岇偓毳� 牍勳儊鞛レ偓搿� 鞝勴櫂頃� 鞓堨爼鞛呺媹雼�. 2025雲� 7鞗� 3鞚检瀽瓿惦彊氤措弰鞛愲毳� 韽暔頃橂弰搿� 觳秬鞚鸽嵄鞀り皜鞐呺嵃鞚错姼霅橃棃鞀惦媹雼�.

鞖旍花雽赌, 瓯半灅臧€ 毵堧毽� 雼硠鞐� 霃勲嫭頃橃棳雮潃靻岇垬欤检＜霌れ棎瓴� 瓯办潣頇曥嫟頃� 鞙犽彊靹膘潉鞝滉车頃橁碃 Global Blue臧€ Shift4 靸濏儨瓿勳棎韱淀暕霅橁碃鞚错泟霌彪鞚� 毵愳唽霅橂姅旮胳潉鞐挫棃鞀惦媹雼�.

TL;DR 鈥� Successful tender clears 97 %, enabling squeeze-out, cash payment, and NYSE delisting鈥攑ositively resolves deal risk.

The 97.37 % tender uptake removes virtually all closing uncertainty. All statutory and contractual conditions are satisfied, allowing Shift4 to execute a short-form merger without shareholder vote. Minority holders will receive identical cash, eliminating appraisal risk. From an arbitrage perspective, the filing crystallises timing (cash payment imminent) and mitigates spread volatility. Delisting and deregistration are procedural but confirm that public-market liquidity will vanish; hence, failure to tender now would lock holders into a private entity until cash-out. Overall, certainty of value and expedited settlement are moderately positive for Global Blue shareholders.

TL;DR 鈥� Cash exit at set premiums finalised; only residual delisting risk for non-tendered shares.

Investors now face a binary outcome: accept the cash or be forcibly cashed-out in the merger. The filing confirms prompt payment, eliminating market risk. Upside beyond offer price is effectively capped; downside risk from deal break is gone. Liquidity disappears post-NYSE delisting, so holding out offers no rational benefit unless litigation arises鈥攚hich is not indicated. For merger-arbitrage books, position can be closed as soon as funds settle. Impact on Shift4 is neutral to mildly dilutive short-term; however, that falls outside this filing鈥檚 scope. Net impact on GB equity holders is favourable, but incremental because market had largely priced in success.

07/03/2025 - 07:46 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14D-9

(Amendment No. 7)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

Global Blue Group Holding AG

(Name of Subject Company)

Global Blue Group Holding AG

(Name of Person Filing Statement)

Registered Ordinary Shares, nominal value CHF 0.01 per share

Registered Series A Convertible Preferred Shares, nominal value CHF 0.01 per share

Registered Series B Convertible Preferred Shares, nominal value CHF 0.01 per share

(Title of Class of Securities)

H33700107

(CUSIP Number)

Jeremy Henderson-Ross

General Counsel

Zürichstrasse 38,

8306 Brüttisellen

Switzerland

+41 22 363 77 40

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Elizabeth A. Cooper

Mark C. Viera

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 7 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Global Blue Group Holding AG, a stock corporation incorporated under the laws of Switzerland (“Global Blue”), with the U.S. Securities and Exchange Commission (the “SEC”) on March 21, 2025 (together with any exhibits and annexes thereto and as amended or supplemented from time to time, the “Schedule 14D-9”). This Schedule 14D-9 relates to the Tender Offer Statement on Schedule TO filed with the SEC on March 21, 2025 (together with any amendments and supplements thereto, the “Schedule TO”) by Shift4 Payments, Inc., a Delaware corporation (“Shift4”) and GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly owned subsidiary of Shift4 (“Merger Sub”). The Schedule TO relates to the tender offer by Merger Sub to acquire all of the outstanding Global Blue shares at an offer price in cash, without interest, to the shareholders of Global Blue of (i) $7.50 per Global Blue Common Share, (ii) $10.00 per Global Blue Series A Share, and (iii) $11.81 per Global Blue Series B Share, in each case of (i) through (iii), subject to the terms and conditions set forth in the Offer to Purchase, dated March 21, 2025 (as it may be amended or supplemented from time to time), and the related Letters of Transmittal (as it may be amended or supplemented from time to time), copies of which were incorporated by reference into the Schedule 14D-9 as Exhibits (a)(1)(A) through (a)(1)(D), respectively. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.

Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

Item 8.

Additional Information

Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:

The following text is added as a new section titled “—Expiration of the Offer; Completion of the Merger” immediately before the section titled “—Annual and Quarterly Reports”:

“The Offer and withdrawal rights expired as scheduled at one minute after 11:59 p.m., New York City time, on July 2, 2025, and the Offer was not further extended. Parent and Merger Sub were advised by Equiniti Trust Company, LLC, the depository for the Offer, that, as of the Expiration Time, a total of 233,862,778 Global Blue Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 97.37% of the issued and outstanding Global Blue Shares as of the Expiration Time. As of the Expiration Time, the number of Global Blue Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Offer to Purchase). As all Offer Conditions to the Offer have been satisfied or waived, Merger Sub has accepted for payment and will promptly pay the Offer Consideration for all Global Blue Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer.

As a result of its acceptance for payment of all Global Blue Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer, Merger Sub owns at least the percentage of Global Blue Shares that would be required to consummate the Merger in accordance with the laws of Switzerland and a merger agreement to be entered into by Merger Sub and Global Blue, pursuant to which Global Blue will be merged with and into Merger Sub, and Merger Sub will continue as the surviving entity of the Merger, and each Global Blue Share that is not validly tendered and accepted pursuant to the Offer or acquired by Merger Sub after the Acceptance Time will thereupon be cancelled and, except for any Global Blue Shares held, directly or indirectly, by Global Blue, converted into the right to receive the Offer Consideration.

Following the completion of the Offer and at the effective time of the Merger, to the extent permitted under applicable law and stock exchange regulations, Parent intends to delist the Global Blue Shares from the New York Stock Exchange (“NYSE”). Following delisting of the Global Blue Shares from the NYSE and provided that the criteria for deregistration are met, Parent intends to cause Merger Sub (as the surviving company in the Merger) to make a filing with the SEC requesting that Global Blue’s reporting obligations under the Exchange Act be terminated.”

Item 9.

Exhibits

The exhibit list in Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following Exhibits to the list of Exhibits:


Exhibit No.		Description

(a)(5)(N)		Joint Press Release issued by Shift4 Payments, Inc. and Global Blue Group Holding AG, dated July  3, 2025 (incorporated by reference to Exhibit (a)(5)(M) to the Schedule TO filed by Shift4 Payments, Inc. and GT Holding 1 GmbH with the SEC on July 3, 2025).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.

Source:

GLOBAL BLUE GROUP HOLDING AG

Date: July 3, 2025

/s/ Jacques Stern

Jacques Stern

Chief Executive Officer