DoorDash, Inc. (NYSE:DASH) entered into a Share Purchase Agreement to acquire Wolt Enterprises Oy from Wolt shareholders for €7 billion on November 9, 2021. Transaction was classified as All in stock transaction. Under the terms of transaction, DoorDash equity issued as part of the transaction will be valued at $206.45 (€176.33) per share, based on DoorDash's 30-day VWAP as of November 3, 2021 and New retention pool of approximately €500 million reserved for Wolt management and employees. Under the terms of termination, DoorDash could be required to pay a termination fee of €210 million. Upon closing of the acquisition, Miki Kuusi will run DoorDash International, reporting to Tony Xu. Under Miki's leadership, we expect to increase our international scale, accelerate our product development, and improve our investment efficiency.

Transaction is subject to customary closing conditions for transactions of this type, including applicable regulatory approvals. The transaction is also subject to the satisfaction or waiver of certain conditions such as the absence of certain laws or orders prohibiting or making illegal the Transaction, effectiveness of the registration statement on Form S-4 (File No. 333-261844) registering the shares of our Class A common stock issuable to the Wolt shareholders and holders of outstanding and unexercised vested options to purchase shares of Wolt class A common stock ("Wolt Vested Optionholders", jointly referred to as "Seller") as consideration in the Transaction, approval of a prospectus under Finnish law by the Finnish authorities and execution of an escrow agreement by the parties and an escrow agent related to the escrow of certain shares to secure the Sellers' indemnification obligations. The Board of Directors of both companies have approved the transaction and stockholders representing the majority of Wolt's outstanding shares have committed to support the transaction. Transaction is expected to close in 1H 2022. Transaction is expected to be accretive to GOV growth in 2022 and expected to Pro form combined adj. Ebitda of $0 to $500 million (€0 to €432) million in 2022. Since the announcement of the deal DoorDash's share price has fallen, which brought the value of the Wolt deal to just over €2.5 billion.

Goldman Sachs & Co. LLC is acting as exclusive financial advisor to DoorDash, and Wilson Sonsini Goodrich & Rosati, Allen & Overy LLP and Avance Attorneys Ltd are acting as its legal advisors with regard to the transaction. Qatalyst Partners is acting as exclusive financial advisor to Wolt, and Denis Klimentchenko, Christopher J Bors, Frederic Depoortere, Michael J Mies and Sean Shimamoto of Skadden, Arps, Slate, Meagher & Flom LLP and Roschier, Attorneys Ltd. are acting as its legal advisor. Sullivan & Cromwell LLP represents Goldman Sachs & Co. LLC as exclusive financial adviser to DoorDash, Inc.