DEE TECH (EPA:DEE) - DEE Tech announces its intention to combine with Colis Privé Group to create a leading European pure play e-commerce delivery platform

Transparency directive : regulatory news

24/11/2021 15:40

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DEE Tech announces its intention to combine with Colis Privé Group to create a
            leading European pure play e-commerce delivery platform

Consistent with its objective to combine with a leading, international,
profitable and sustainable Digital and E-Commerce Enabler Technology platform,
DEE Tech is proud to announce its entry into exclusive negotiations with
technology-leader fast growing Colis Privé Group which has demonstrated its
second- to-none ability to best serve the largest and most demanding E-commerce
players

Paris & Aix-en-Provence, 24 November 2021 - DEE Tech (ISIN: FR0014003G01,
Euronext Paris) (the "Company"), a Special Purpose Acquisition Company (SPAC),
and Colis Privé Group ("Colis Privé"), a leading technology platform
specialized in e-commerce delivery to homes and drop-off and pick-up locations
today announce that they have entered into exclusive discussions with respect
to a business combination, whereby the combined entity (the "Combined Company")
would become publicly traded on the regulated market of Euronext Paris.

Leveraging on the booming e-commerce growth and the increased need for reliable
and sustainable last mile delivery solutions, Colis Privé is today the largest
private provider of e-commerce home parcel delivery solutions on the French
market. Colis Privé's technology offers shipment and parcel delivery to the
end customer within 24 to 48 hours. Through a unique and agile technological
platform business model, Colis Privé today serves a large portfolio of more
than 200 e-commerce companies, including the world's leading blue-chip
e-commerce players. Since the first quarter of 2021, Colis Privé has launched
a new complementary pick-up point delivery service through the rollout of its
Colis Privé Store concept, a network of drop-off and pick-up points at
independent retailers, known as Pick-Up Points, in order to meet consumer
demand for this type of service.

In 2020(1), Colis Privé recorded a revenue of EUR233.8 million, representing
an increase of 46% compared to 2019, and a recurring EBITDA(2) of EUR22
million, up 95% compared to 2019. In H1 2021(3), Colis Privé recorded revenue
of EUR125 million, representing an increase of 29% compared to 2020, and a
recurring EBITDA(2) of EUR10 million, representing an increase of 30% compared
to H1 2020. From 2018 to 2020, it recorded an average annual growth rate in the
volume of parcels delivered and in its revenue of 26.6%, raising its recurring
EBITDA margin from 1.2% to 10.1% as of June 2021 (Last Twelve Months). Over the
2012-2020 period, Colis Privé posted an average annual revenue growth of 21%.
Colis Privé grew from an average daily volume of approximately 74,000 parcels
delivered per day in 2013 to more than 270,000 parcels per day as at 30 June
2021, including peak days of over 420,000 parcels per day. Given its
technological and platform approach, Colis Privé exhibits very strong cash
conversion of c.90% of EBITDA in 2020.

With the support of DEE Tech's expertise, Colis Privé intends to pursue an
ambitious strategy of profitable and environmentally friendly growth and to
establish itself as the benchmark for e-merchant customers for next-day parcel
delivery and the preferred service provider for consumers by relying on its
first-rate technological, platform and logistical know-how based on service
quality and the strong proximity it maintains with its clients.

(1) Audited figures.
(2) Recurring EBITDA (which is a non-accounting measurement) is an indicator of
operational performance management, defined as operating income adjusted for
other non-current operating income and expenses and net depreciation and
amortisation expense on intangible assets and property, plant and equipment.
(3) Unaudited figures.

The company's growth strategy will combine business development in France,
product innovation and increased international scale through two models:
licensed or subsidiary entities. After a successful launch of its international
operations in Belgium and Luxembourg via its own subsidiaries; in Morocco
through its tech and process licensing, and soon in the Netherlands, Colis
Privé intends to continue its global development with new country openings and
through technology and process licensing.

While Colis Privé has several strategic avenues of future growth, it will also
benefit from the technology expertise and e-commerce experience of DEE Tech's
founders to further invest in the French platform and deploy the model
internationally through licensing its technology and organic expansion. The
contemplated transaction is expected to accelerate Colis Privé's
transformation regarding business development strategy, technology and product
roadmap, international expansion and ESG efforts.

Colis Privé aligns strongly with DEE Tech's strategy as a:
* Digital and E-commerce Enabler, benefiting from the e-commerce strong growth
  with a competitive high quality offering
* Second-to-none incorporated Tech and process platform, from 1st to last mile
  delivery capable of handling very larger volumes
* Fast growing and profitable company, with a strong track record combining
  double digit growth, expanding profitability and high cash conversion
* Highly scalable and asset-light platform, with tailor-made process and
  technology
* Partner of more than circa 200 customers including world's leading blue chip
  e-commerce players providing high organic growth potential with strong
  European prospects
* Highly successful platform in France, with i) deployment on the way in
  Belgium, Luxembourg and Morocco, and soon in the Netherlands, and ii)
  potentials for other countries, either through majority- owned subsidiaries
  or through licences
* Best practices ESG promoter with committed several key milestones achieved
(Employee Integration Program), commitment to reduce greenhouse gas emissions
  by 2025 by operating "low or zero emission" last-mile pickup and delivery
  solutions, and several initiatives undertaken with i) commitment to EV COM
  program signed off by national French environmental agency Ademe (a four-
  point action plan) to reduce GHG emissions by 5% by 2023, ii) founding
  member with active role leading to publication of AFNOR X43-072
  specification, iii) first transportation company in the world to sign up to
  the Climate Pledge (net zero carbon by 2040, with over 200 other companies
  worldwide). Colis Privé has also launched in 2021 a wide-ranging employee
  experience program: building on the "Great Place To Work" (GPTW) program the
  aim is to ensure the continuous improvement of the work conditions, with a
  greater focus on social value, diversity and inclusion. By increasing the
  employee value proposition and meeting the expectations of the employees,
  the GPTW program will enhance the status as an employer of choice in our
  industry.

The contemplated business combination will be based on an equity value of Colis
Privé (on a fully diluted basis) of EUR550 million.

In addition to the EUR165 million held by DEE Tech in a committed deposit
account (prior to potential redemptions), the contemplated business combination
is expected to be financed through an estimated EUR50 million - EUR80 million
PIPE(4) (private investment in public equity) (the "PIPE Investment").

As currently envisaged, the contemplated transaction would involve the existing
shareholders of Colis Privé transferring 100% of the outstanding equity and
equity equivalents of Colis Privé to DEE Tech in exchange for (i) new
securities in DEE Tech (for EUR330 million) and (ii) a consideration in cash
(for EUR220 million). Accordingly, the Combined Company will have a shareholder
base comprised of (i) the current shareholders of Colis Privé(5) (ii) the
current shareholders of DEE Tech, and (iii) the investors in the PIPE
Investment.

(4) Assuming no redemption, it being specified that the final amount of the
PIPE may be increased further to redemption requests.

The contemplated transaction is subject to entry into of a binding business
combination agreement between DEE Tech and Colis Privé, to be approved by the
boards of directors of both companies. Before signature of the binding business
combination agreement, this project will be subject to information and/or
consultation of relevant employee representative bodies of Colis Privé and of
Hopps Group and Adrexo (as shareholders of Colis Privé).

The business combination will be subject to certain closing conditions,
including the completion of a PIPE Investment of a minimum amount of EUR50
million(6), waiver from the AMF with respect to the obligation of filing a
mandatory tender offer on DEE Tech, regulatory approvals, execution of
agreements relating to the refinancing of Colis Privé and release of existing
encumbrances on subsidiaries of Colis Privé, approval by the Company's general
shareholders' meeting and other customary conditions. Closing is expected to
take place by beginning of 2022.

Marc Menasé, CEO of DEE Tech commented, "Colis Privé is a perfect fit for DEE
Tech's strategy of growing e-commerce enablers with strong business and
platform model and financial performances. Fréderic Pons and Eric Paumier have
done a tremendous job building the company and positioning it for long-term
value creation. We could not be more excited at the opportunity to partner with
Frédéric and Eric. Together with DEE Tech board members, our ambition is to
support their continued profitable growth and international development and
bring to the company our entrepreneurial and e-commerce skills. The company is
truly differentiated from others given its unique technology platform
leveraging third parties last mile operators, tracking and data, attractive
financial profile with a strong track record of performance and a best
practices ESG profile."

Frédéric Pons and Eric Paumier, co-founders of Colis Privé commented, "The
partnership with DEE Tech and its founders who have a proven track record of
substantial shareholder value creation will further enhance our strategic
trajectory. This transaction will enable us to accelerate our growth, expand
upon our transformational strategy and execute on the multiple levers of value
creation that we have identified. This transaction will be a major turning
point that opens a new chapter in the Colis Privé's development and will allow
us to accelerate our deployment in France and internationally to make Colis
Privé a champion of e-commerce logistics in Europe."

Jean-Philippe Bergougnoux, CEO of Colis Privé added, "The combination of Colis
Privé's expertise and DEE Tech's know-how will allow us to build a successful
international e-commerce platform perfectly adapted to our clients' logistical
challenges and positioned to enhance their e-commerce capabilities. We have the
ambition to capitalize upon the upcoming merger to strengthen our position both
nationally and internationally as our clients' preference in terms of provided
services, and as a reference for all our customers on their last mile
operations."

Contemplated governance

Post business combination, the Board of Directors will include Mr. Philippe
Hemard (former VP of Amazon Logistics Europe) as Chairman, Mrs. Angélique
Gérard (Client Relations Director of Iliad Group / Free), Mrs. Fanny Picard
(Alter Equity founder), and Mrs. Inès de Dinechin (Aviva Investors France
former CEO) as independent members, and by Mr. Marc Menasé, Mr. Michaël
Benabou, MACSF Epargne Retraite (represented by Mr. Roger Caniard), Mr.
Frédéric Pons, Mr. Eric Paumier and Mrs. Cécile Bogdan. IDI (represented by
Mr. Julien Bentz) and Mr. Charles-Hubert de Chaudenay would be Observers at the
Board of Directors post business combination. Jean-Philippe Bergougnoux would
be the CEO of the Combined Company.

(5) The Hopps group (currently controlling shareholder of Colis Privé) would
become the controlling shareholder of the Combined Company, with approximately
47% of the share capital and voting rights of the Combined Company on a
non-fully diluted basis (assuming a PIPE Investment of c. EUR80 million and no
redemption), it being specified that all or part of this stake would be pledged
in favor of lenders of the Hopps group.
(6) Assuming no redemption, it being specified that the final amount of the
PIPE may be increased further to redemption requests.

About DEE Tech

DEE Tech is a special purpose acquisition company ("SPAC") incorporated on
March 29, 2021, under the laws of France as a limited liability company
(société anonyme) with a Board of Directors (Conseil d'administration). DEE
Tech is currently trading publicly on the Professional Segment (Compartiment
Professionnel) of the regulated market of Euronext Paris under the symbol
"DEE".

DEE Tech was founded by Messrs. Marc Menasé, Michaël Benabou, Charles Hubert
de Chaudenay, Mr. Roger Caniard representing MACSF Epargne Retraite and Mr.
Julien Bentz representing IDI. DEE Tech distinguishes itself by the industrial
and tech expertise of its founders, as well as their experience as investors
and operators. The team, with a track-record of investments, promises
operational and financial support for growth issues, namely: business
development, international expansion, external growth and financing. DEE Tech
distinguishes itself by its understanding of the challenges of corporate
culture, team development, organizational management, integration and
international culture.

Within DEE Tech, Marc Menasé is Chief Executive Officer.

About Colis Privé Group

Founded by Eric Paumier and Frédéric Pons, co-founders of HOPPS Group, Colis
Privé is a specialist in B2C parcel deliveries to homes and pick-up drop-off
locations. Since 2017, the company has been a member of HOPPS Group, France's
leading private postal operator. Colis Privé offers a comprehensive portfolio
of delivery solutions tailored to the needs of e-commerce, with next-day and
second-day delivery services and quality standards above the market average. In
France, the company serves around 200 customers, including some of the biggest
French and international e-commerce companies, and has around 3,100 delivery
subcontracted couriers, forming part of a network that spans four hubs and 101
sorting facilities located throughout the country. In addition, Colis Privé
Group offers an additional shipping and relay delivery offer for the consumers
through its Colis Privé Store network, in partnership with local shops. Under
the influence of its CEO Jean-Philippe Bergougnoux, the company is currently
experiencing brisk growth and is continuing to expand its infrastructure and
capacity in France as well as abroad, in Belgium, Luxembourg, Morocco and with
an ongoing implementation in the Netherlands.

Further information on Colis Privé (including its press release on H1 2021
results and its 2021 and mid-term guidance) is available on Colis Privé's
website: www.colisprive-group.com.

Financial and legal advisers

Deutsche Bank is acting as sole financial advisor to DEE Tech. White & Case LLP
is acting as legal counsel to DEE Tech.

Rothschild & Co is acting as sole financial advisor to Colis Privé. Gibson
Dunn is acting as legal counsel to Colis Privé.

Contacts

DEE Tech:
2 rue Alfred de Vigny, 75008, Paris
Email: contact@deetech.eu
Website: www.deetech.eu

Colis Privé Group
1330, avenue Guillibert de la Lauzière, 13592 Aix-en-Provence
Contact & Website: www.colisprive-group.com

Important notice
This announcement is not being made in and copies of it may not be distributed
or sent, directly or indirectly, into the United States of America, Canada,
Australia or Japan.

The distribution of this document may be restricted by law in certain
jurisdictions. Persons into whose possession this document comes are required
to inform themselves about and to observe any such restrictions.

This press release is provided for information purposes only. It does not
constitute and should not be deemed to constitute an offer to the public of
securities, nor a solicitation of the public relating to an offer of any kind
whatsoever in any country, including France.

European Economic Area - France

This announcement is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017, as amended (the "Prospectus Regulation").

With respect to any Member State of the European Economic Area, including
France, any offer of DEE Tech securities is addressed solely to qualified
investors, as defined in Article 2(e) of Prospectus Regulation and, in France,
in accordance with the provisions of Article L. 411-2, 1° of the French Code
monétaire et financier.

United Kingdom

In the United Kingdom, this press release is for distribution only to and is
directed only at (a) "qualified investors" within the meaning of Article 2(e)
of the Prospectus Regulation (which is part of internal law in accordance with
the European Union (withdrawal) Act 2018) which are (b) (i) persons who have
professional experience in matters relating to investments falling within the
provisions of Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) "high net worth
entities", "unincorporated associations" and other persons to whom it may
otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as "Relevant Persons").
This press release must not be acted on or relied on, in the United Kingdom, by
persons who are not Relevant Persons. Any investment or investment activity to
which this communication relates is only available to Relevant Persons and will
be engaged in only with Relevant Persons. Persons distributing this press
release must satisfy themselves that it is lawful to do so.

United States of America

This press release and the information it contains does not, and will not,
constitute an offer to the public to subscribe for or sell, nor the
solicitation of an offer to subscribe for or buy, DEE Tech securities in the
United States or any other jurisdiction where restrictions may apply.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), it being specified that the DEE Tech securities
have not been and will not be registered under the Securities Act and DEE Tech
does not intend to register securities or conduct an offer to the public in the
United States.

Canada

This press release and the information it contains do not, and will not,
constitute an offer to the public to subscribe for or sell, nor the
solicitation of an offer to subscribe for or buy, DEE Tech securities in any
province or territory of Canada. Securities may not be offered or sold in
Canada except in a transaction exempt from the prospectus requirements of
applicable Canadian securities laws or pursuant to a prospectus that qualifies
those securities in the relevant provinces and territories of Canada, it being
specified that the DEE Tech securities have not been and will not be qualified
by way of prospectus under the securities laws of any province or territory of
Canada and DEE Tech does not intend to qualify any such securities or conduct
an offering to the public in Canada.

Public information

Potential investors should review the risk factors described in DEE Tech's
prospectus that has been approved by the French Autorité des marchés
financiers (the "AMF") under no. 21-228 dated June 16, 2021 solely for the
purpose of listing of DEE Tech securities on the professional segment
(compartiment professionnel) of the regulated market of Euronext Paris. A copy
of the prospectus is available on the AMF's website at www.amf- france.org and
on DEE Tech's website at www.deetech.eu and may be obtained free of charge from
DEE Tech.

The information relating to Colis Privé contained in this press release has
been extracted from the information made publicly available by Colis Privé (in
particular in its registration document approved by the AMF under n°I21-031 on
June 11,2021). DEE Tech, Deutsche Bank, or any of their respective affiliates,
shareholders, directors, officers, advisors, employees and representatives have
not independently verified the accuracy of any such information. No
representation, warranty or undertaking, express or implied, is made by any of
them as to the accuracy or completeness of the information relating to Colis
Privé contained in this press release and no liability whatsoever (in
negligence or otherwise) is accepted for any loss howsoever arising, directly
or indirectly, from any use of such information or otherwise arising in
connection therewith.

Forward looking statements

This press release contains forward looking statements, estimates, opinions and
projections with respect to anticipated future performance of the Combined
Company ("forward-looking statements"). These forward- looking statements can
be identified by the use of forward-looking terminology, including the terms
"believes," "estimates," "anticipates," "expects," "intends," "may," "will" or
"should" or, in each case, their negative, or other variations or comparable
terminology. These forward-looking statements include all matters that are not
historical facts, including, without limitation, statements regarding the entry
into a binding business combination agreement and the consummation of the
contemplated business combination, statements regarding market opportunities
and forecasts regarding market trends, and statements regarding the anticipated
performance of the Combined Company. Forward-looking statements are based on
the current views, expectations and assumptions regarding the potential
business combination, the business, the economy and other future conditions of
the Combined Company and involve significant known and unknown risks and
uncertainties that could cause actual results, performance or events to differ
materially from those expressed or implied in such statements. Factors that may
cause actual results to differ materially from those contemplated by
forward-looking statements, include, without limitation, the inability of the
parties to successfully negotiate a binding business combination agreement or
to successfully or timely consummate the contemplated business combination,
including the risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect
the Combined Company; changes in domestic and foreign business, market,
financial, political and legal conditions; failure to realize the anticipated
benefits of the contemplated business combination; risks relating to the
uncertainty of projected market opportunities and market trend forecasts; risks
related to the growth of the Combined Company's business and product offerings;
the effects of competition on the Combined Company's future business; the
amount of redemption requests made by DEE Tech's shareholders; and the ability
of DEE Tech or the Combined Company to issue equity securities or obtain debt
financing in connection with the contemplated business combination or in the
future. Forward-looking statements should not be read as guarantees of future
performance or results and will not necessarily be accurate indications of
whether or not such results will be achieved.

Any forward-looking statements included herein only speak as at the date of
this press release. DEE Tech and Colis Privé undertake no obligation, and do
not expect to publicly update, or publicly revise, any of the information,
forward-looking statements or the conclusions contained herein or to reflect
new events or circumstances or to correct any inaccuracies which may become
apparent subsequent to the date hereof, whether as a result of new information,
future events or otherwise. DEE Tech and Colis Privé accept no liability
whatsoever in respect of the achievement of such forward-looking statements and
assumptions.

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27/06/2023 16:08

DEE TECH (EPA:DEE) - DEE Tech announces its intention to combine with Colis Privé Group to create a leading European pure play e-commerce delivery platform

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