DGAP-Adhoc: HelloFresh acquires Factor75, Inc.

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (market abuse regulation - MAR)

HelloFresh acquires Factor75, Inc.

International Securities Identification Number (ISIN): DE000A161408
German Securities Code (WKN): A16140
Ticker Symbol: HFG
LEI: 391200ZAF4V6XD2M9G57
Listed: Regulated Market in Frankfurt am Main (Prime Standard)

Berlin, 23 November 2020 - U.S. subsidiaries of HelloFresh SE (the "Company") have today, with the consent of the Company's management board and supervisory board, entered into an agreement to acquire all of the outstanding equity interests of Factor75, Inc. (and including its subsidiaries, "Factor"). Factor is a leading U.S. based provider of fully-prepared, healthy and fresh meals.

The total purchase price for the acquisition is up to USD 277 million in cash, subject to customary purchase price adjustments. Of that amount, USD 177 million is payable upon the closing of the transaction and an aggregate amount of up to USD 100 million is structured as performance-based earn-out, guaranteed by the Company, and ongoing management incentive. Factor is targeting revenue of approx. USD 100 million in 2020.

The closing of the transaction is subject to customary conditions precedent, including inter alia the expiry of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act and the approval of the transaction by the majority of Factor's shareholders, and is currently expected to occur within the next few months.

Legal Disclaimer

This document contains forward-looking statements relating to the business, financial performance and results of the Company, the HelloFresh Group, Factor or the industry in which each of the HelloFresh Group and Factor operate. These statements may be identified by words such as "will", "expect", "belief", "estimate", "plan", "target" or "forecast" and similar expressions, or by their context. Forward-looking statements include statements regarding: strategies, outlook and growth prospects; future plans and potential for future growth; growth of products and services in new markets; industry trends; and the impact of regulatory initiatives. These statements are made on the basis of current knowledge and assumptions and involve risks and uncertainties. Various factors could cause actual future results, developments or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this document or the underlying assumptions. No obligation is assumed to update any forward-looking statements.