Published on 21 September 2023
Press release

Derogation Takeover Law: 468 SPAC II SE (renamed Marley Spoon Group SE) – ISIN: LU2380748603

Press release 23/17

In the context of the business combination between 468 SPAC II SE (“468 SPAC II”) and Marley Spoon SE (“Marley Spoon”), the CSSF granted, on 14 September 2023, pursuant to Article 4 (5) of the Law of 19 May 2006 on takeover bids (“Takeover Law“), a derogation regarding the requirement of Article 5 (1) of the Takeover Law to launch a takeover bid for the shares of 468 SPAC II. This derogation was granted to the persons listed here below as persons who were acting in concert in the context of the business combination and acquired temporarily the control of 468 SPAC II as a result of their subscription of newly issued shares as at 06 July 2023 in the context of the consummation of the business combination between 468 SPAC II and Marley Spoon.

Taking into account the transparency in relation to the business combination transaction between 468 SPAC II and Marley Spoon and the related undertakings, the possibility for the 468 SPAC II shareholders to make an informed decision as regards the business combination, in particular in the context of the extraordinary general meeting of shareholders of 468 SPAC II to which the business combination was submitted for approval, the possibility of an unlimited exit for the shareholders, and the temporary nature of the acting in concert between the parties identified here below, the CSSF considers that the interests of the minority shareholders of 468 SPAC II were sufficiently protected in the context of the aforementioned business combination without the application of the provisions of Article 5 (1) of the Takeover Law.

 

Persons to whom the derogation was granted:

  1. TEIXL Investments GmbH; Alexander Kudlich;
  2. Dyo Capital GmbH; Ludwig Ensthaler;
  3. Jünger Invest GmbH; Katharina Jünger;
  4. BD1 GmbH; Bardo Droege;
  5. Florian Leibert;
  6. Mato Perić;
  7. Stefan Kalteis;
  8. Fabian Zilker;
  9. 468 Capital II GmbH & Co. KG; Alexander Kudlich; Ludwig Ensthaler;
  10. USV Opportunity 2019 GP, LLC; USV Marley Spoon A, LLC; USV Marley Spoon B, LLC; USV Opportunity 2019, LP; USV Opportunity Investors 2019, LP; Albert Wenger; Andy Weissman; Rebecca Kaden; Fred Wilson; John Buttrick;
  11. Sudeep Ramesh Ramnani;
  12. Conifer Management, LLC; Acacia II Partners, LP; Acacia Partners, L.P; Acacia Institutional Partners, L.P., Acacia Conservation Fund, LP; Acacia Conservation Master Fund (Offshore), LP.; Gregory Alexander;
  13. Jerome Lhoist;
  14. Jai Ashok Mahtani;
  15. Fabian Siegel; Akowi GmbH;
  16. Lakestar I LP; Klaus Hommels;
  17. Runway Growth Finance Corp.; Runway Growth Finance L.P.; David Spreng; Tom Ratermann; Colleen Corwell;
  18. QD Ventures LLC; QD Investments Ltd; QD Ventures Ltd;
  19. Gregory Alexander;
  20. MexAttax GmbH; Till Neatby;
  21. Marley Spoon Employee Trust UG (haftungsbeschränkt); Fabian Siegel; and
  22. betterbecool GmbH; Matthias Mueller.