Current Report 35/2025
11/12/2025 • 12:18
Subject:
Agreement on transaction documentation concerning the acquisition of 100% of the shares in PrestaShop SA
Legal basis:
Content:
The Management Board of cyber_Folks S.A. [“Company”, “Issuer”] hereby announces that on 11 December 2025 the Issuer’s subsidiary, cyber_Pixel sp. z o.o. with its registered office in Poznań [“Pixel”], reached an agreement with MBE Worldwide, S.p.A. [“Seller”] on transaction documentation concerning the acquisition by the Company of 100% of the shares in PrestaShop SA with its registered office in Paris [“PrestaShop”].
Today, Pixel and the Seller agreed the wording of the transaction documentation concerning the acquisition by Pixel of 100% of the shares in PrestaShop [“Transaction Documentation”]. Under French law, before formally signing the Transaction Documentation, the Seller is required first to consult PrestaShop’s employees and obtain the opinion of the PrestaShop Works Council [“Consultation Procedure”]. Accordingly, on 11 December 2025 the Parties entered into a PUT option agreement [“Agreement”], under which, following successful completion of the Consultation Procedure, the Seller will be entitled to sell 100% of the shares in PrestaShop to Pixel on the terms set out in the Transaction Documentation, with the PUT option remaining valid for 4 months from the date of the Agreement.
The Consultation Procedure should be completed within 2 months from the date of the Agreement. Pursuant to the Agreement, the Seller undertook towards Pixel that, for an exclusivity period of 12 months, it would not take any action related to the sale of the PrestaShop shares [“Exclusivity”]. In the event of a breach of the Exclusivity, the Seller will pay Pixel a contractual penalty of EUR 5.5 million, and if the PrestaShop shares are sold during the exclusivity period, the Seller will pay Pixel a contractual penalty equal to 200% of the difference between the total amount obtained from the sale of those shares and EUR 55 million.
If the PUT option is exercised, pursuant to the Agreement, Pixel and the Seller will enter into an agreement for the sale of 100% of the shares in PrestaShop [“SPA”]. Pursuant to the SPA, the enterprise value of PrestaShop was set at EUR 55 million, which, for the purpose of determining the price, will be subject to customary adjustments, in particular taking into account PrestaShop’s net debt. Pursuant to the SPA, the expected purchase price for 100% of the shares in PrestaShop as at the payment date will amount to EUR 53.765 million and will be subject to adjustment based on the relevant values as at the date of execution of the SPA. The remaining provisions of the SPA do not deviate from market standards applicable to agreements of this type.