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PRESS RELEASE: Babbel Group AG sets price range for its planned IPO at EUR 24 to 28

09/15/2021 | 01:01am EDT

DGAP-News: Babbel Group AG / Key word(s): IPO Babbel Group AG sets price range for its planned IPO at EUR 24 to 28 2021-09-15 / 07:00 The issuer is solely responsible for the content of this announcement.

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PRESS RELEASE

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT DISCLAIMER AT THE END OF THIS RELEASE.

Babbel Group AG sets price range for its planned IPO at EUR 24 to 28

- The offering prospectus has been approved by the German Federal Financial Supervisory Authority (BaFin) and published by the Company

- The Prospectus can be found under https://ir.babbel.com

- Price range implies a market capitalization of EUR 1,084 million to 1,265 million

- The offering consists of 7.3 million newly issued shares, 4.0 million existing shares from the holdings of existing shareholders and up to 1.7 million existing shares from the holdings of certain existing shareholders in connection with a possible over-allotment

- At the mid-point of the price range, the Company expects to receive gross proceeds of approximately EUR190 million

- Free float is expected to amount to up to 29%, assuming full exercise of the Greenshoe Option

- Offer period will commence on September 15, 2021, and is expected to end on September 22, 2021, with the first day of trading planned for September 24, 2021

- Co-founder Markus Witte was appointed as Chairman of the Supervisory Board (SVB) of Babbel, which has a 50/50 gender balance and a majority of independent board members

- Babbel's success is based on Babbel's mission: to create mutual understanding through languages. This is why Babbel, together with our current shareholders, has decided to pledge around 1% of the pre-IPO share capital to support language-oriented social projects

Berlin, September 15, 2021 - Babbel Group AG ("Babbel"), the European champion, quality leader and provider of an ecosystem of online language learning experiences, has today published the prospectus defining the terms and conditions for the planned initial public offering ("IPO") and planned listing of its shares on the regulated market segment of the Frankfurt Stock Exchange (Prime Standard).

The planned offering is expected to comprise: newly issued shares; existing shares; and existing shares in connection with possible over-allotments (the "Offering"), covered by a Greenshoe Option provided by certain existing shareholders. The price range for the shares has been set at EUR 24.00 to EUR 28.00 per share. The first day of trading for Babbel shares is expected to be September 24, 2021. The net proceeds will be used to fund investments into innovation and growth through further enhancement and expansion of Babbel's learning ecosystem, scaling of Babbel's B2B offering, continuing Babbel's growth journey in the U.S. and other geographies and settlement of existing employee compensation packages.

Arne Schepker, CEO of Babbel, said: "We are more than pleased with the reception since we have announced our intention to float. The positive feedback and interest from investors show us that we are pursuing the IPO at the right time and is proof of concept for our strategy & mission. It is inspiring to see the eagerness to invest in a company that leads with purpose, creating mutual understanding through language."

The Offering relates to the public offering of up to 12,994,997 bearer shares of the Company with no-par value ( Stückaktien), each such share representing a notional value of EUR 1.00, comprising:

- 7,300,000 newly issued bearer shares from a capital increase ("New Shares"),

- 4,000,000 existing bearer shares ("Existing Offer Shares"), and

- 1,694,997 existing bearer shares from the holdings of certain existing shareholders in connection with a possible over-allotment ("Over-Allotment Shares"). Assuming the full exercise of the Greenshoe Option, the expected public float would amount to up to 29%.

The offer period will commence on September 15, 2021, and is expected to end on September 22, 2021. On the last day of the Offer Period, offers to purchase Offer Shares may be submitted until 12:00 p.m. (noon) CEST by private investors and until 2:00 p.m. CEST by institutional investors. Based on the order book, the Offer Price and the final number of Offer Shares placed in the Offering are expected to be set on or around September 22, 2021. Trading on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange is expected to begin on September 24, 2021 under the trading symbol "BABL" and ISIN: DE000A3CWAW6.

The Company and the existing shareholders will be subject to a lockup period of 180 days, while the existing shareholders who co-founded Babbel (Lorenz Heine, Markus Witte, Thomas Holl and Toine Roger Martin Diepstraten) agreed to a lockup period of 360 days and the management agreed to a lockup of 12 months, in each case beginning on the first day of trading of the Company's shares.

Today, Babbel also announced its newly composed Supervisory Board. Its four members bring together leading expertise in the fields of education, finance, and digital business. The Board is chaired by Babbel Co-founder Markus Witte. Further members are:

- Kathryn Eberle Walker is an education industry leader with more than 20 years of experience in leading, managing, advising, acquiring and investing in education companies. She is the former CEO of The Princeton Review and current CEO of PresenceLearning Inc., the leading provider of online special education related services for K-12 schools.

- Matthias Hornberger has more than 20 years of experience as an entrepreneur with a focus on web-based or web-augmented business models. Since 2000, Mr. Hornberger has served as Executive Board Member, from 2007 onwards as Chief Financial Officer, at Atevia AG. He is also a managing director and Chief Financial Officer of Kizoo Technology Capital GmbH, and serves on a range of advisory boards for tech companies across Germany.

- Dr. Annette Messemer started her career in investment banking at J.P. Morgan in New York, where she led strategic M&A. She joined Merrill Lynch as Managing Director and member of the German Executive Committee and accepted the nomination to the Supervisory Board of WestLB by the German Ministry of Finance. She sat on the Board of Directors at EssilorLuxottica S.A. until May 2021 and currently sits on the Board of Directors at Imerys and Société Générale.

"Looking at the newly composed Supervisory Board, I am equally proud and excited. All board members are experts in their fields, coming to us with unparalleled experience, and will undoubtedly support us in furthering our strategy, including expanding our ecosystem, scaling our B2B offering and continuing our growth in the US and the Americas," Arne Schepker continued.

The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) [has approved the securities prospectus for the public offering in Germany. The prospectus is available for download from the company's website: https://ir.babbel.com. There will be no public offering outside of Germany and the prospectus is also not otherwise approved by any other regulatory body. BNP PARIBAS and Morgan Stanley are acting as Joint Global Coordinators and Joint Bookrunners, Berenberg and Citigroup are acting as further Joint Bookrunners. About Babbel: Babbel develops and operates an ecosystem of interconnected online language learning experiences and is driven by the purpose of creating mutual understanding through language. This means building products that help people connect and communicate across cultures. The Babbel App, Babbel Live, Babbel Podcasts and Babbel for Business products focus on using a new language in the real world, in real situations, with real people. And it works: Studies by linguists from institutions such as Michigan State University, Yale University and the City University of New York demonstrated the efficacy of Babbel's language learning methods.

The key is a blend of humanity and technology. Babbel offers more than 60,000 lessons across 15 languages, hand-crafted by more than 180 didactics experts, with user behaviors continuously analyzed to shape and improve the learner experience. This results in adaptive, interactive content with live classes, games, podcasts, and videos that make understanding a new language easier, from Spanish to Indonesian.

Because Babbel is for everyone, its team is as diverse as its content. With headquarters in Berlin and in New York City, 750 people from more than 65 nationalities represent a wealth of backgrounds, characteristics, and perspectives.

Babbel has sold over 10 million subscriptions by creating a true, and lasting, connection with users.

More information: https://ir.babbel.com

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This release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of shares of Babbel Group AG (the "Company") in the United States.

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September 15, 2021 01:00 ET (05:00 GMT)

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