Company Overview: Marley Spoon SE (ASX: MMM) is a subscription-based meal kit provider. MMM currently operates in three primary regions: Australia, United States and Europe (Austria, Belgium, Germany, Denmark and the Netherlands).
1.1 Launch of Tender Offer from Marley Spoon Group SE
- MMM informed Marley Spoon CDI holders that Marley Spoon’s 84.54% shareholder Marley Spoon Group SE (MSG), which is listed on the Frankfurt Stock Exchange, has launched the MSG Subsequent Direct Tender Offer to acquire remaining Marley Spoon CDIs in exchange for MSG public shares (Tender Offer).
- As per the terms of the Tender Offer, MSG is offering eligible Marley Spoon CDI holders the opportunity to receive 0.0128 MSG public shares per Marley Spoon CDI. This consideration represents an implied value for Marley Spoon CDIs of AUD 0.12, reflecting a premium of approximately 74% to the ASX closing price of Marley.
- Who will be an eligible Marley Spoon CDI Holder: Those having Marley Spoon CDIs as at 7:00pm (Sydney, Australia time) on 1 November 2023 or persons who are registered, or entitled to be registered, as the holder of a Marley Spoon CDI during the Offer Period.
- An application form and further information (including details on how to accept the Tender Offer) accompanying the Prospectus will be made available by MSG to eligible Marley Spoon CDI holders. Eligible Marley Spoon CDI holders need to complete that application form if they wish to accept the Tender Offer.
- Marley Spoon appointed Grant Thornton Corporate Finance as an independent expert to assist Marley Spoon CDI holders in assessing the merits of MSG’s Tender Offer. The independent expert has concluded that it is in the best interests of Marley Spoon CDI holders to accept the Tender Offer in the absence of a superior alternative proposal emerging.
- On 5 December 2023, MMM announced an extension of the closing date of its Tender Offer to Marley Spoon CDI holders to Tuesday 19 December 2023. Marley Spoon is advised that, as of close of business on 4 December 2023, MSG had received acceptances from 292 CDI holders, collectively representing 26,473,764 CDIs (23.34% of the free float of CDIs).
1.2 Key Risks and Challenges
Market price of MSG shares and subsequently the value implied by the Tender Offer Consideration prior to completion of the Tender Offer may fluctuate positively or negatively, resulting in a decrease or increase in the implied premium. Also, conversion of existing public warrants and sponsor shares may lead to future ownership dilution.
1.3 Stock Update
MMM witnessed remarkable growth during the COVID-19 lockdown as consumers looked for new ways to get their groceries, and Marley Spoon provided a solution. The stock has witnessed a dip of ~30.23% in the last month, and over the last six months, it has declined by ~72.72%. The stock has a 52-week low and 52-week high of AUD 0.028 and AUD 0.245, respectively and is currently trading close to its 52-week low average. MMM shares closed at AUD 0.030 on 18 December 2023.
Markets are trading in a highly volatile zone currently due to certain macro-economic issues and geopolitical issues prevailing geopolitical tensions. Therefore, it is prudent to follow a cautious approach while investing.
Note 1: Past performance is neither an Indicator nor a guarantee of future performance.
Note 2: The reference date for all price data, currency, technical indicators, support, and resistance levels is 18 December 2023. The reference data in this report has been partly sourced from REFINITIV.
Note 3: Investment decisions should be made depending on an individual’s appetite for upside potential, risks, holding duration, and any previous holdings. An ‘Exit’ from the stock can be considered if the Target Price mentioned as per the Valuation and or the technical levels provided has been achieved and is subject to the factors discussed above.