Dino Polska S.A. (WSE:DNP) preliminary conditional share purchase agreement and a shareholder agreement to acquire an unknown majority stake in eZebra.pl sp. z o.o. from the founders of eZebra.pl sp. z o.o. for PLN 49.5 million on October 17, 2023.

In this transaction Dino Polska S.A is acquiring 75% stake in the eZebra for the total consideration of PLN 61 million. As a part of agreement in total consideration PLN 11.5 million will serve as a contribution with the Dino Polska S.A. subscribing for new shares in the share capital of eZebra and will support its ongoing development, and the remaining amount of approximately PLN 49.5 million will serve as payment for the secondary shares purchased by the Dino Polska S.A. from the Founders of eZebra. As a part of agreement Dino Polska will acquire control of eZebra and its subsidiaries, i.e.: 3BOOM sp.

z o.o. with its registered office in Lublin (?3BOOM?) and JTG Polska sp. z o.o. with its registered office in Lublin (?JTG?), holding its own warehouse and rendering warehouse and shipping services. The purchase price will be adjusted for net debt and the difference in working capital of eZebra, JTG and 3BOOM on the closing date.

Dino Polska S.A. (WSE:DNP) is also having the option acquire remaining 25% stake in eZebra.pl sp. z o.o. The founders will continue to serve in the Management Board of eZebra to oversee the execution of its growth strategy. The transaction is subject to the consent of the President of the Office of Competition and Consumer Protection and the Founders obtain the consent of JTG?s lender to execute the aforementioned transaction and perform other activities required by the agreements in place with this bank.

The transaction is expected to close by March 31, 2024. As of December 20, 2023, The first condition precedent provided for securing an approval of the President of the Office of Competition and Consumer Protection (UOKiK) for the deal, which Dino received on November 6, 2023. The second condition precedent was met on December 19, 2023, when ezebra.pl's shareholders obtained an approval of the bank crediting JTG Polska to carry out the transaction and to perform other actions required by the agreements with that bank.