One day after the announcement, the strategic implications of Zalando SE's planned acquisition of About You are becoming clearer. The Berlin-based fashion platform has agreed to acquire its Hamburg-based competitor in a deal valued at 1.2 billion euros, marking a significant consolidation in European fashion e-commerce.
According to the announcement made on December 11, 2024, Zalando intends to submit a voluntary public tender offer to acquire up to 100% of About You's share capital at 6.50 euros per share. This represents a 107% premium to About You's three-month volume-weighted average share price as of December 10, 2024.
The transaction has secured strong backing from key stakeholders. Major About You shareholders, including Otto Group, Otto Family, HEARTLAND, and the About You Management, have entered into binding agreements to sell their shares, representing approximately 73% of About You's share capital.
Financial analysts note the strategic rationale behind the deal. Jochen Krisch, an e-commerce expert, stated in his industry publication that "for Zalando, About You is primarily a tech acquisition to close gaps in their service and tech portfolio, particularly where a shop technology solution like Scayle has been missing for some time."
The combined entity aims to implement a dual-brand strategy in the business-to-consumer (B2C) segment. Zalando, with its more than 50 million active customers across 25 markets, will maintain its brand-led approach, focusing on its selection of over 6,000 lifestyle brands. About You, serving over 12 million active customers, will continue its style-led strategy, leveraging its network of 27,000 content creators and offering access to 700,000 styles.
In the business-to-business (B2B) segment, the merger brings together complementary software capabilities. About You's SCAYLE unit will integrate with Zalando's e-commerce operating system ZEOS, creating a comprehensive platform for brands and retailers to manage their multi-channel business across Europe.
The financial terms reflect the strategic value of the combination. Zalando targets significant Group EBIT synergies of around 100 million euros per annum in the longer term. The combined company projects GMV and revenue growth at a 5-year compound annual growth rate between 5% and 10% until 2028, with an expected adjusted EBIT margin of 6% to 8% by that year.
About You's three founders and management board members - Sebastian Betz, Tarek Müller, and Hannes Wiese - have committed to accepting the offer and will continue in their current roles. Robert Gentz, co-CEO and co-founder of Zalando, emphasized the strategic fit: "Redefining fashion and lifestyle shopping by creating the best possible experience for customers and partners has always driven both our teams."
The transaction timeline extends into 2025. Following regulatory approvals, including clearance from the German Federal Financial Supervisory Authority (BaFin), the deal is expected to close in summer 2025. The offer document will be published by mid-January 2025.
This consolidation occurs as European e-commerce platforms face increasing competition. The combined entity aims to capture a larger share of the 450-billion-euro European fashion market, leveraging technological synergies and complementary customer approaches.
J.P. Morgan is acting as financial advisor to Zalando, with Sullivan & Cromwell as legal counsel and FGS Global as communications advisor. Deutsche Bank and White & Case are advising About You on the transaction.
The deal represents a significant shift in European e-commerce, combining Zalando's established market presence with About You's technological capabilities, particularly in enterprise software solutions through SCAYLE, which serves over 200 shops across Europe and North America.