On January 16, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Globetrotter (and in its capacity as a representative of Global Blue (as defined below) and its shareholders as of the date of the Merger Agreement and immediately prior to the closing, the “GB Shareholders’
Representative”), Global Blue Group Holding AG, (“New Global Blue”), Global Blue US Holdco LLC, Global Blue US Merger Sub Inc. (“US Merger Sub”), Global Blue Holding L.P. (“Cayman Holdings”), the individuals named
therein (the “Management Sellers” and, together with Globetrotter and Cayman Holdings, the “Seller Parties”), Global Blue Group AG (“Global Blue”), Thomas W. Farley, solely in his capacity as the FPAC Shareholders’
Representative (as defined in the Merger Agreement), solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC, and Jacques Stern, solely in his capacity as the Management Representative (as defined in the Merger Agreement), which, among
other things, provides for (a) the Seller Parties undertaking a series of transactions pursuant to which they will sell, exchange and contribute the ordinary shares of Global Blue for a mix of cash and ordinary shares of New Global Blue, and in
certain circumstances, preferred shares of New Global Blue, and (b) US Merger Sub, a wholly-owned indirect subsidiary of New Global Blue, merging with and into the Issuer, with the Issuer being the surviving corporation in the merger (the
“Merger”). References to and descriptions of the Merger Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of such agreement or document, which is filed as an exhibit
hereto and is incorporated by reference herein. The transactions contemplated by the Merger Agreement, including the Merger, are referred to herein as the “Transactions”.
In connection with the Transactions, the Issuer, New Global Blue, Global Blue, Globetrotter, Far Point LLC (the “Founder”) and Third Point Ventures
LLC entered into a Voting and Support Agreement (the “Voting and Support Agreement”), pursuant to, and on the terms and subject to the conditions of, which each of Founder and Third Point Ventures LLC unconditionally and irrevocably
agreed, among other things, to vote its shares of Issuer, and take certain other actions, in support of the Transactions.
Additionally, concurrently with
the execution and delivery of the Merger Agreement, New Global Blue, Globetrotter and Cayman Holdings, as applicable, entered into certain share purchase and contribution agreements (the “Share Purchase and Contribution Agreements”) with
the following, as applicable, (i) Issuer and certain affiliates of Third Point LLC, an affiliate of Issuer and (ii) Antfin (Hong Kong) Holding Limited (“Antfin”). Pursuant to these share purchase and contribution agreements, the
affiliates of Third Point and Antfin committed to purchase, concurrently with the closing of the Transactions, ordinary shares of Global Blue from Globetrotter and Cayman Holdings, as applicable, for an aggregate purchase price of up to
$100.0 million, in the case of the Third Point affiliates, and equal to $125.0 million, in the case of Antfin, at $10.00 per share.
Additionally, concurrently with the execution and delivery of the Merger Agreement, a letter agreement was entered into by and among Cloudbreak Aggregator LP
(“Backstop Provider”), certain affiliates of Third Point LLC and Globetrotter, whereby the parties agreed that Globetrotter has third party beneficiary rights to specifically enforce (i) the obligations of such affiliates of Third
Point to provide equity financing to Backstop Provider pursuant to an equity commitment letter and (ii) Issuer’s rights under that certain forward purchase agreement dated as of May 18, 2018 (the “Forward Purchase
Agreement”). The Forward Purchase Agreement provides that to the extent holders of Issuer common stock redeem more than 20,000,000 shares of Issuer common stock, Backstop Provider will purchase shares of Issuer common stock at $9.50 per share,
for an aggregate purchase price equal to the total number of Issuer common stock in excess of 20,000,000 redeemed, multiplied by $10.00.
Additionally,
concurrently with the execution and delivery of the Merger Agreement, Issuer, the Founder, Globetrotter and New Global Blue entered into a Founder Shares Surrender Agreement (the “Founder Shares Surrender Agreement”), which provides
that the Founder will at the closing of the Transactions irrevocably surrender to New Global Blue, for no consideration and as a deemed contribution to the capital of New Global Blue, 2,500,000 shares of Issuer’s Class B Common Stock (the
“Surrendered Shares”) and New Global Blue shall immediately cancel the Surrendered Shares. In addition to the Founder Share Surrender Agreement, the Merger Agreement provides that in connection with the Transactions, the Founder will
contribute to New Global Blue 2,500,000 shares of the Issuer’s Class B Common Stock, and that 2,500,000 shares of New Global Blue will be delivered to a nominee that will hold such shares for future delivery to the Founder upon the achievement
of certain future New Global Blue share trading levels.
Additionally, concurrently with the execution and delivery of the Merger Agreement, New Global
Blue, Issuer and certain third-party investors (the “Primary PIPE Investors”) entered into share subscription agreements (the “Share Subscription Agreements”) pursuant to which the Primary PIPE Investors have committed to
subscribe for and purchase, concurrently with the closing of the Transactions, in the aggregate, 12,500,000 New Global Blue Shares for $10.00 per share or an aggregate purchase price equal to $125.0 million.