Hellman & Friedman partners with EQT Private Equity for an improved voluntary tender offer by Zorro Bidco for zooplus AG at increased and final offer price of EUR 480 per share
The partnership between Hellman & Friedman and EQT Private Equity now provides zooplus shareholders with higher transaction certainty on improved economic terms, and will allow zooplus to benefit from the “best of both” investors in support of its growth strategy.
25 October 2021 – London & Munich –Today, Hellman & Friedman LLC (“Hellman & Friedman” or “H&F”) and the EQT IX fund (“EQT Private Equity”) have announced a partnership to finance Zorro Bidco S.à r.l.’s (“Zorro Bidco”) voluntary public takeover offer (the “Zorro Offer”) for all outstanding shares of zooplus AG (“zooplus” or the “Company”), at an increased and final cash consideration of EUR 480 per zooplus share (the “Increased Offer”).
On 13 August 2021, Zorro Bidco, a holding company currently controlled by funds advised by H&F, announced its intention to launch a voluntary public takeover offer for zooplus, and most recently on 7 October 2021 it further increased the cash consideration offered to the zooplus shareholders from EUR 460 to EUR 470 per zooplus share. In doing so, Zorro Bidco matched the competing takeover offer published on 6 October 2021 (the “Pet Offer”) by Pet Bidco GmbH (the “Pet Bidco”), an investment vehicle indirectly held by EQT Private Equity.
With support of its partner EQT Private Equity, H&F has decided today to again increase the cash consideration under the Zorro Offer and to present the Increased Offer as a final proposal to zooplus shareholders.
The Increased Offer remains subject to reaching a minimum acceptance threshold of 50 percent plus one zooplus share and other customary conditions as set out in the offer document dated 14 September 2021. zooplus shareholders are reminded that Zorro Bidco has already obtained all regulatory clearances necessary for the Increased Offer to become wholly unconditional when the minimum acceptance threshold is reached.
EQT Private Equity plans, subject to required regulatory approvals and other conditions, to become a jointly controlling partner with equal governance rights in a parent of Zorro Bidco following settlement of the Increased Offer.
Zorro Bidco is focused on delivering the offer consideration to zooplus shareholders at the earliest opportunity and has therefore effected today an increase of the cash consideration under the Zorro Offer through the purchase of zooplus shares at a price of EUR 480 by an affiliate of Zorro Bidco. This will have no effect on the existing timeline of the Increased Offer, and in particular, does not affect the acceptance period deadline of 3 November 2021. On that basis, settlement of the Increased Offer is expected to take place by mid-November 2021.
The cash consideration under the Increased Offer of EUR 480 per share now constitutes a premium of 85 percent to the three-month volume weighted average share price of zooplus prior to the initial announcement of the Zorro Offer on 13 August 2021.
Pet Bidco does not intend to increase or otherwise amend the Pet Offer which is therefore expected to lapse in accordance with its terms.
The irrevocable tender commitments which Zorro Bidco has concluded with zooplus shareholders for approximately 17 percent of the share capital of zooplus remain binding on the relevant shareholders, who have already tendered the relevant shares to the Zorro Offer.
As already explained in the offer document for the Zorro Offer, Zorro Bidco intends to pursue a delisting of zooplus in case of a successful completion of the Zorro Offer.
Stefan Goetz, Partner of Hellman & Friedman, and Johannes Reichel, Partner and Head of EQT Private Equity’s Advisory Team in Germany, jointly said: “With this step we have found a solution to resolve the current deadlock in the tender process and enable the continued pursuit of the investment. The improved offer with a very attractive price provides the highest degree of transaction security to the benefit of all stakeholders of zooplus. H&F and EQT Private Equity are both excited to partner and to support the future development of the Company.”
Both the Management Board and the Supervisory Board of zooplus have welcomed the Increased Offer and intend to support it. The zooplus boards recognize that the Increased Offer provides zooplus shareholders with a clear resolution for a successful completion of the takeover process and thus enhanced transaction certainty. In addition, zooplus shareholders will receive a compelling value, with a premium of EUR 10 per zooplus share to the most recently recommended Zorro Bidco offer.
“With this offer by H&F in partnership with EQT, our shareholders now have the clarity and ability to take an informed tender decision and realize a remarkable 85% premium. Given the significant value creation for our shareholders, the complementary expertise of both partners as well as their financial and strategic commitments to the company and its stakeholders, we as the Management Board – together with the Supervisory Board – confirm our recommendation to our shareholders to accept Zorro Bidco’s offer”, said Dr. Cornelius Patt, CEO of zooplus.
Both H&F and EQT have been partners of choice for many European entrepreneurs and their companies. Access to the extensive experiences of both partners across sectors including internet, consumer, retail and pet care will be very beneficial for the future development of zooplus and will enable a long-term value creation.
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