Item 1 Comment:
Explanatory Note
This Amendment No. 2 (the "Amendment No. 2") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on June 21, 2022, as amended by Amendment No.1 filed with the SEC on February 19, 2025 (as amended, the "Schedule 13D") related to the ordinary shares (the "Ordinary Shares") of Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (the "Issuer"), with its registered office in Zurichstrasse 38, 8306 Bruttisellen, Switzerland.
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Pursuant to the terms of the Transaction Agreement (the "Transaction Agreement"), dated as of February 16, 2025, entered into by and between the Issuer and Shift4 Payments, Inc. ("Shift4") and, from and after its execution and delivery of a joinder thereto on February 25, 2025, GT Holding 1 GmbH, a Swiss limited liability company ("Merger Sub"), Merger Sub commenced a tender offer (the "Offer") on March 21, 2025 to purchase all of the issued and outstanding shares in the Issuer. One minute after 11:59 p.m., New York City time, on July 2, 2025, the Offer and any withdrawal rights in connection therewith expired. Prior to the expiration of the Offer all conditions to the Offer had been satisfied or waived, Merger Sub has accepted for payment and will promptly pay the Offer Consideration for all shares of the Issuer that were validly tendered and not validly withdrawn in accordance with the terms of the Offer.
Pursuant to the Offer (i) 9,286,969 Ordinary Shares held by CK Opportunities Wolverine were tendered in the Offer at a price per share of $7.50, and (ii) 23,124,705 Series B Preferred Shares held by CK Opportunities Wolverine that were convertible into 23,124,705 Ordinary Shares were tendered in the Offer at a price per share of $11.81.
Following the consummation of the Offer, Mr. Tom Klein, a Senior Managing Director of Certares Management LLC, resigned as a member of the board of directors of the Issuer. |
| (e) | As of July 3, 2025, following the consummation of the Offer, the Reporting Persons ceased to beneficially own more than five percent of the Issuer's outstanding shares of Ordinary Shares. |
