2.7 billion Euro Transaction - Noerr advises on the formation of the global e-commerce fashion group GFG

Crucially supported by the leading European law firm Noerr, the formation of a global fashion e-commerce group was agreed today. The listed Investment AB Kinnevik, Rocket Internet AG and a large circle of other prominent investors have agreed to combine five leading fashion e-commerce businesses, namely Dafiti (Latin America), Jabong (India), Lamoda (Russia & CIS), Namshi (Middle East) and Zalora (South East Asia & Australia) to create a new global fashion e-commerce group (“GFG”).

The Noerr team, led by Prof. Dr. Christian Pleister, Dr. Tobias Koppmann and Dr. Sascha Leske legally advised on the transaction comprehensively. Noerr negotiated the various transformation measures with approx. 100 parties including prominent investors and groups such as Access Industries, Tengelmann, Summit Partners and Verlinvest and combined them in a master agreement which has now been notarised. “The formation of GFG shows the enormous opportunities in the worldwide e-commerce market“, said Christian Pleister emphasising “We are proud to have been able with our team to make an important contribution to the structure and advice on this interesting project.”

Focusing on growth markets, GFG will be active worldwide. Currently, the companies in GFG are represented in 23 countries and reach more than 2.5 billion people in a 330 billion Euro fashion market. GFG will market a wide assortment of leading international apparel and accessories brands, a tailored selection of highly engaging internally developed brands and local assortments developed for specific ethnic markets notably in India, Indonesia and the Middle East.

The five companies are already among the leading e-commerce companies in the emerging markets and in their own markets with more that 4.6 million active customers and more than 7,000 employees (as of 30 June 2014). In 2013, turnover was 406 million Euro. Since the start of 2011 and 2012, investors – including Kinnevik, Access Industries, Summit Partners, Verlinvest, Ontario Teachers’ Pension Plan and Tengelmann – have provided the companies with more than a billion Euro.

Substantially all the direct and indirect shareholders will contribute their shares into a newly formed Luxembourg-based entity. The three largest shareholders will be Kinnevik, Rocket and Access Industries, with 25.1%, 23.5% and 7.4% ownership interests, respectively.

The agreed transaction must still be approved by the relevant authorities. The closing is expected to take place towards the end of 2014.

Advisor Bigfoot GmbH: Noerr LLP

Prof. Dr. Christian Pleister (Frankfurt/Berlin), Dr. Tobias Koppmann (Munich), Dr. Sascha Leske (Berlin, joint lead, all corporate)

Dr. Michael Bergmann (antitrust law), Felix Blobel, Björn Paulsen (both corporate, all Berlin), Silvia Sparfeld (corporate, Munich), Peter Stauber, Dr. Kathrin Westermann (both antitrust law, Berlin)

Associates: Denise Andres, Veronika Bartram, Anka Ehrich, Dr. Matthias Kaulich, Dr. Roland Kühne, Olga Kunkel (all corporate, Berlin), Jochen Lang (Munich), Matthias Lüttges (Frankfurt), Dr. So-Ang Park (New York), Dr. Andrea Petsch, Michael Sturm, Philipp Takjas, Janine Telke, Dr. Laurenz Tholen (all corporate), Dr. Timo Wilke (tax, all Berlin)