United Internet and Warburg Pincus announce price range and offer structure for Initial Public Offering of IONOS Group SE

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• IONOS Group SE shares to be offered within price range of EUR 18.50 to EUR 22.50
• Offer will consist of 21,000,000 shares from the holdings of United Internet AG and Warburg Pincus
• Possible over-allotment of up to 3,150,000 shares
• Free float of up to 17.3%, including potential over-allotments
• Price range implies a total enterprise value¹ of between EUR 3.93 billion and EUR 4.49 billion
• Offer period is expected to begin January 30 and end February 7, 2023
• First day of trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) planned for February 8, 2023
• Offering and listing subject to approval of prospectus by German Federal Financial Supervisory Authority (BaFin) and its publication 

Karlsruhe/Berlin, January 27, 2023. United Internet AG (“United Internet”) and WP XII Venture Holdings II SCSp (“WP XII”), an affiliate of Warburg Pincus (together “Warburg Pincus”), the shareholders of IONOS Group SE (75.1% and 24.9%, respectively), today announced the price range and offer structure for the planned initial public offering (“IPO”) of IONOS Group SE (together with its subsidiaries “IONOS” or the “Company”), the leading European digitalization partner for small and medium-sized businesses (“SMB”). The price range for the IONOS shares has been set at EUR 18.50 to EUR 22,50 per share. The first day of trading for IONOS shares is expected to be February 8, 2023, under the ISIN DE000A3E00M1 and Trading Symbol IOS.

Achim Weiss, CEO of IONOS Group SE, said, “IONOS’ mission is to drive the digitalization of small and medium-sized businesses. IONOS provides digital solutions that enable businesses to operate effectively and increase their visibility online. We believe we are ideally positioned to benefit from the unstoppable trend of digitalization. The positive feedback we received from numerous investors reinforces our belief that the IPO will strengthen our successful growth trajectory. We look forward to discussing our bright future with investors in the coming weeks.”

Ralph Dommermuth, Chairman of the Supervisory Board of IONOS Group SE and CEO of United Internet AG, said, “More and more companies are moving online as part of their digitalization journey, while existing IONOS customers require more products to enhance their online presence and productivity. The large size of the market enables IONOS to capture further avenues of growth by increasing its market share. Investors’ interest in the offered shares is a clear indication of their belief in the attractiveness of IONOS’ business model and confirms that an IPO is the next logical step. IONOS has a strong management team that will continue to lead the company independently even after an IPO. We look forward to remaining a majority shareholder as IONOS starts its next chapter in its history.”

René Obermann, Co-Head Europe of Warburg Pincus and Member of the Supervisory Board of IONOS Group SE, added, “We are proud to have witnessed IONOS’ tremendous growth since Warburg Pincus started its partnership with IONOS in 2016. IONOS is now firmly positioned as the European web hosting market leader in an attractive industry benefiting from long-term trends. The IPO is an important milestone for IONOS, and Warburg Pincus looks forward to remaining part of that journey.”

IONOS is positioned as the one-stop-shop for SMBs’ digitalization needs. With its scalable platform and broad product portfolio, the Company provides businesses with mission-critical digital solutions and services. IONOS has a customer base of approximately six million customers² in the large and growing market of small and medium sized companies that are digitally underserved. With #1 and #2 positions for web hosting in its European core markets, IONOS is the clear leader in a fragmented market. The Company has a large geographic footprint across a total of 18 European markets as well as North America benefiting from a 25-year track record of success.

IONOS believes it has a highly attractive and best-in-class financial profile that combines growth, profitability and cash flow generation, thereby achieving and sustaining the Rule of 40³. The Web Presence & Productivity (WP&P) business is the Company’s strongest revenue contributor, accounting for approximately 90% of revenue⁴ in 2021. IONOS benefits from recurring subscription-based and predictable revenues as well as its large, diversified and loyal customer base, and the mission-critical nature and low absolute cost of its services. The Company’s business model has proven its strength and resilience, even in times of market downturns. In addition to the Web Presence & Productivity business, the Company also offers Cloud Solutions to customers who are looking to move to the cloud as their businesses evolve. With an attractive pool of captive addressable customers and the power of very well-known brands in its core markets, the Cloud Solutions business is an additional avenue for further growth. 

The offering is expected to consist of a public offering in Germany and private placements in certain jurisdictions outside of Germany. United Internet and Warburg Pincus are each offering 15% of their respective holdings, translating into 15,771,000 ordinary registered shares with no par value from the holdings of United Internet AG and 5,229,000 ordinary registered shares with no par value from the holdings of Warburg Pincus (“Base Shares”). Up to 3,150,000 additional ordinary registered shares with no par value from the holdings of United Internet and WP XII may be offered to cover potential over-allotments (together with the Base Shares, the “Offer Shares”). 

The free float following the IPO, assuming placement of all Offer Shares, would be 17.3%. Depending on the final offer price and assuming placement of all Offer Shares, the total proceeds from the IPO are expected to be between EUR 447 million and EUR 543 million. The price range suggests an enterprise value⁵ of between EUR 3.93 billion and EUR 4.49 billion and a total market capitalization of between EUR 2.59 billion and EUR 3.15 billion. The final offer price and allocation of the Offer Shares will be determined at the end of the bookbuilding process. IONOS, United Internet and WP XII have each agreed to a customary lock-up period of 180 days from the first day of trading. All proceeds from the sale of the Base Shares as well as Over-Allotment Shares will flow to the existing shareholders.

Subject to the approval of the prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”), the offer period, during which purchase orders can be submitted, is expected to commence on January 30, 2023, and end on February 7, 2023. The commencement of the public offering in Germany is subject to the approval of the prospectus by BaFin and its publication, which is expected today.

Following approval by the BaFin, the prospectus and additional information will be published on IONOS Group SE’s corporate website at www.ionos-group.com. 

J.P. Morgan, Berenberg, Deutsche Bank and BNP PARIBAS are acting as the Joint Global Coordinators in connection with the planned transaction. Barclays and Goldman Sachs are acting as Joint Bookrunners. COMMERZBANK, DZ BANK and Landesbank Baden-Württemberg are Co-Lead Managers.

¹ Calculated on September 30, 2022 basis (i.e., expected market capitalization based on registered share capital and price range, plus net debt calculated as the sum of non-current liabilities to related parties, current liabilities to related parties, and current liabilities due to banks less receivables from related parties and cash and cash equivalents, plus lease liabilities)

² as of September 30, 2022

³ Refers to the sum of Adjusted EBITDA margin plus annual growth rate of total revenue in 2021, each as defined by IONOS

⁴ From contracts with customers

⁵ Calculated on September 30, 2022 basis (i.e., expected market capitalization based on registered share capital and price range, plus net debt calculated as the sum of non-current liabilities to related parties, current liabilities to related parties, and current liabilities due to banks less receivables from related parties and cash and cash equivalents, plus lease liabilities).

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