Acceptance period for EQT Private Equity’s voluntary tender offer for zooplus begins
• Offer document published today following BaFin permission
• As of today, zooplus shareholders can tender their shares to EQT Private Equity for EUR 470 per share in cash. The acceptance period is expected to run until 3 November 2021
• Strategically attractive offer will enable zooplus to expand its long-term leadership position in the European online pet market, benefiting from EQT’s decade-long experience in the pet care sector, strong track record of technology and platform development, stable ownership structure, and the enhanced financial flexibility to accelerate investments
• The offer price represents a premium of 69 percent to zooplus’ last unaffected share price on 12 August 2021, a premium of 81 percent to the three-month volume weighted average price as of 12 August 2021, and a premium of EUR 10 per share over the previous offer by Hellman & Friedman
• Management and Supervisory Board of zooplus have welcomed EQT Private Equity’s offer
Pet Bidco GmbH (“Pet BidCo”), a holding company held by the EQT IX fund (“EQT Private Equity”), today published the offer document (“Offer Document”) for its voluntary public takeover offer (the “Takeover Offer”) for all shares in zooplus AG (“zooplus or the “Company”; ISIN: DE0005111702) following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). Pet BidCo is offering EUR 470 per share in cash for each zooplus share.
The acceptance period for the Takeover Offer begins today and is expected to expire at midnight (CET) on 3 November 2021. During this period, zooplus shareholders can accept the Takeover Offer and tender their zooplus shares to Pet BidCo. Shareholders should inquire with their custodian banks for any relevant deadlines set by custodian banks which may require actions prior to the end of the acceptance period. zooplus shareholders that have already tendered their zooplus shares into the previous takeover offer for zooplus by Zorro Bidco S.à r.l., a holding company controlled by funds advised by Hellman & Friedman LLC, should carefully examine whether they have a withdrawal right, which would allow them to tender their shares into the Takeover Offer by Pet BidCo that offers a premium of EUR 10 per share over such previous takeover offer by Hellman & Friedman.
The Takeover Offer is subject to a minimum acceptance rate of 50 percent plus 1 share of the share capital at the end of the acceptance period as well as granting of merger control clearance and other customary conditions. The detailed terms and conditions of the Takeover Offer can be found in the Offer Document. Subject to the fulfilment of the offer conditions, closing of the transaction is expected to occur in Q4 2021. Following the successful completion of the Takeover Offer, Pet BidCo does not intend to enter into a domination and/or profit and loss transfer agreement with zooplus.
For zooplus shareholders, the offer price represents a premium of 69 percent to zooplus’ last unaffected share price on 12 August 2021, a premium of 81 percent to the three-month volume weighted average price as of 12 August 2021, and a premium of EUR 10 per share over the previous offer by Hellman & Friedman. Pet BidCo and zooplus have entered into an investment agreement on 25 September 2021 and both, the management and supervisory board of zooplus have welcomed EQT Private Equity’s offer.
The strategic partnership between zooplus and EQT Private Equity agreed under the investment agreement is intended to expand zooplus’ position as the leading online platform in the European pet market and support the Company in its strategy of broadening its platform, as it looks to become an even more customer centric company with a broad assortment of best value products, advice and services. zooplus will benefit from EQT’s vast and decade-long experience in the pet care sector, strong track record of technology and platform development, stable ownership structure, and the enhanced financial flexibility to accelerate investments. With EQT as a partner, zooplus will be enabled to materially invest into key long-term value creation levers, including a strong value proposition for customers, a best-in-class logistics and fulfilment infrastructure, new product and service innovations, and world-class talent practices.
The Offer Document for the Takeover Offer is now available online at www.eqt-offer.com. Along with the German version of the Offer Document, a non-binding English version of the Offer Document is also available at this web address.
German media inquiries: Isabel Henninger, firstname.lastname@example.org, +49 174 940 9955
International media inquiries: Finn McLaughlan, email@example.com, +44 77 1534 1608
EQT Press Office, firstname.lastname@example.org, +46 8 506 55 334
This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in zooplus AG. The terms and conditions of the Takeover Offer and further provisions concerning the Takeover Offer, are published in the Offer Document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). Investors and holders of shares in zooplus AG are strongly advised to thoroughly read the Offer Document and all other relevant documents regarding the Takeover Offer, as they contain important information.
The Takeover Offer has been issued exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.