Pet Bidco GmbH (“Pet BidCo”), a holding company held by the EQT IX fund (“EQT Private Equity”), today announced its decision to launch a voluntary public takeover offer (the “Takeover Offer”) for all outstanding shares of zooplus AG (“zooplus” or the “Company”), a leading online platform for pet food and supplies, listed on the Frankfurt Stock Exchange. The Takeover Offer will be made in connection with an investment agreement which was concluded today between Pet BidCo and zooplus (the “Investment Agreement”).

The partnership is aimed at supporting the Company in expanding its position as leading online platform in the European pet market by capitalizing on EQT’s vast and decade-long experience in the pet care sector, strong track record of technology development, and financial firepower. With EQT as a strong strategic and financial 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. EQT Private Equity is also fully committed to supporting the broadening of the Company’s platform beyond its current offering. It plans to strengthen zooplus as a customer centric company with a pet-owning community that comes to zooplus for best value for money and the best assortment of products, advice and services at its heart.

The announced offer price of EUR 470 per share in cash represents a premium of approximately 81 percent compared to the calculated three-month volume-weighted average share price of zooplus’ shares prior to the announcement of an earlier offer for the Company on 13 August 2021. It also implies a premium of around 69 percent compared to the closing share price of 12 August 2021.

The Management and Supervisory Board of zooplus welcome EQT Private Equity’s offer.

Headquartered in Munich, Germany, zooplus caters for more than eight million customers in 30 European markets. As zooplus looks to seize a unique opportunity in the pet market, it will benefit from EQT’s longstanding experience of developing companies in the pet care sector, including IVC Evidensia, Europe’s leading veterinary services provider, the Nordic omni-channel pet appliances retailer Musti Group, and Bought By Many, a UK-based pet insurance provider. Moreover, zooplus will be supported by a global network of industry advisors and EQT’s inhouse digitalization teams, which have expert capabilities within e-commerce, digital business development, cybersecurity, and machine learning, among other things.

Johannes Reichel, Partner and Head of EQT Private Equity’s Advisory Team in Germany, said, “EQT has monitored zooplus’ development for a long time, and we are impressed by its stellar customer base and the market leading positions in many markets, complemented by a strong offering. We have a long history in the pet care sector and can also offer zooplus unique experience and know-how of technology and platform development, both from within the EQT platform – which includes our inhouse digitalization and sustainability specialist teams – and via EQT’s global network of industry experts. In line with EQT’s ’local-with-locals’ approach, we are poised to team up with zooplus’ Munich-based management and all employees to take the Company to the next level, while offering European pets and their owners the best possible products.”

Details of the Voluntary Takeover Offer
The completion of the offer will be subject to a minimum acceptance threshold of 50 percent plus one zooplus share and certain customary further conditions, including granting of merger control clearance. Closing of the Takeover Offer is currently expected to occur in Q4 2021.

Pet BidCo does not intend to enter into a domination and/or profit and loss transfer agreement with zooplus. zooplus has agreed in principle to support Pet BidCo’s intention to pursue a potential delisting of the Company sometime following the closing of the Takeover Offer. As a privately held company under a unified ownership structure, zooplus could focus much stronger on longer term objectives.

The Takeover Offer will be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). This offer document will be published following clearance by BaFin, at which point the acceptance period for the Takeover Offer will commence. The offer document and other information pertaining to the Takeover Offer will be made in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) on the following website: www.eqt-offer.com.

With this transaction, EQT IX is expected to be 65-70 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication), and subject to customary regulatory approvals.

EQT Private Equity is supported by Deutsche Bank as its sole financial advisor and by Milbank as legal advisor.

Contact
German media inquiries: Isabel Henninger, eqt-offer@kekstcnc.com, +49 176 8470 4761
International media inquiries: Finn McLaughlan, eqt-offer@kekstcnc.com, +44 77 1534 1608
EQT Press Office, press@eqtpartners.com, +46 8 506 55 334

Important notice:
This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in zooplus AG. The Takeover Offer itself as well as its definite terms and conditions and further provisions concerning the Takeover Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to publish the offer document. 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 when they become available, as they will contain important information.

The Takeover Offer will be published 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.