Zip Announces Definitive Agreement To Acquire Sezzle, Supporting Sustainable Growth Strategy And Path To Profitability And Equity Capital Raise Of Up To A$198.7 Million[1]

Zip Co Limited (ASX: Z1P) ("Zip") and Sezzle Inc. (ASX:SZL) ("Sezzle") are pleased to announce they have entered into a definitive agreement under which Zip has agreed to acquire Sezzle in an all-scrip transaction by way of a statutory merger under the laws of the State of Delaware (the "Proposed Transaction"). Subject to the satisfaction or waiver of specified closing conditions, Sezzle stockholders will be entitled to receive 0.98 Zip ordinary shares for every share of Sezzle common stock owned (including as represented by a CHESS depository interest ("CDI") in Sezzle)2. The total consideration for the Sezzle shares in the Proposed Transaction represents an implied value of Sezzle of approximately A$491 million (based on the trading price of Zip ordinary shares on the Australian Securities Exchange ("ASX") as of the close at 25 February 2022)3. The Proposed Transaction values Sezzle at a 22.0% premium based on current spot prices of A$1.78 (Sezzle) and A$2.21 (Zip) as of 25 February 2022, and a 31.7% premium based on a 30-day volume weighted average price ("VWAP") of Sezzle's common stock on the ASX4. Upon implementation of the Proposed Transaction and the Placement (as defined below), Zip shareholders will own approximately 78% of the combined group and Sezzle stockholders will own approximately the remaining 22%5. Closing of the Proposed Transaction is expected to occur by the end of the third quarter of CY2022.