Minimum acceptance threshold of 50 percent exceeded in support of voluntary public takeover offer for zooplus AG
More than 50 percent of the total share capital in zooplus have thus far been tendered into the offer at the expiry of the initial acceptance period; the final result of the offer at the end of the initial acceptance period expected to be published on 8 November 2021.
4 November 2021 – London & Munich –Hellman & Friedman LLC (“Hellman & Friedman” or “H&F”) and the EQT IX fund (“EQT Private Equity”) today announced the initial result of the voluntary public tender offer (the “Increased Offer”) by Zorro Bidco S.à r.l. (“Zorro Bidco”), a holding company controlled by funds advised by H&F, for the shares (ISIN: DE0005111702) of zooplus AG (“zooplus” or the “Company”) at the end of the initial acceptance period. The Increased Offer is financed by a partnership between Hellman & Friedman and EQT Private Equity.
At the expiry of the initial acceptance period at midnight (CET) on 3 November 2021, the takeover offer has been accepted for more than 50 percent of zooplus shares, including the irrevocable tender commitments which Zorro Bidco has concluded with zooplus shareholders for approximately 17 percent of the share capital. Therefore, the minimum acceptance threshold of 50 percent plus one zooplus share has been exceeded.
The final result of the Increased Offer at the expiry of the initial acceptance period is expected to be published on 8 November 2021.
According to the German Securities Acquisition and Takeover Act (WpÜG),zooplus shareholders who have not tendered their shares can still accept the Increased Offer at the cash consideration of EUR 480 per zooplus share within the additional acceptance period, which is expected to commence on 9 November 2021 and to end at midnight (CET) on 22 November 2021. Zorro Bidco will disclose the final number of shares tendered without undue delay following the expiry of the additional acceptance period.
Additional information is available at www.hf-offer.com.
For further information, please contact:
Phone: +49 160 8855105
Phone: +49 171 8679950
Phone: +49 174 940 9955
Phone: +44 77 1534 1608
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of zooplus AG. The Zorro Offer and the Pet Offer as well as their definitive terms and conditions and further provisions concerning these public takeover offers, are published in the respective offer document, the publication of each of which has been approved by the German Federal Financial Supervisory Authority (BaFin), as well as in the amendment of the Zorro Offer. Investors and holders of shares in zooplus AG are strongly advised to read the respective offer documents for the Zorro Offer and the Pet Offer, respectively, the amendment documentation of the Zorro Offer and all other relevant documents regarding the aforementioned public takeover offers, since they contain important information.
The Zorro Offer and the Pet Offer are each published exclusively under the laws of the Federal Republic of Germany, in particular according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and certain applicable provisions of securities laws of the United States of America. Any contract that is concluded on the basis of the Zorro Offer or the Pet Offer, respectively, will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.