More than 80 percent of shareholders support the takeover offer by Zorro Bidco for zooplus – delisting offer for remaining shares announced
Acceptance rate at the end of the initial acceptance period of takeover offer by Zorro Bidco at approximately 82 percent
Zorro Bidco announces delisting offer for zooplus at a cash consideration of EUR 480 per zooplus share
zooplus and Zorro Bidco believe that a delisting will support the company’s focus on longer term objectives
8 November 2021 – London & Munich –Hellman & Friedman LLC (“Hellman & Friedman” or “H&F”) and the EQT IX fund (“EQT Private Equity”) today announced the result of the voluntary public takeover 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”). In this context, Zorro Bidco announced its intention to launch a public delisting tender offer (the “Delisting Offer”) for all remaining outstanding shares of zooplus. The Delisting Offer price will amount to EUR 480 per zooplus share, thus corresponding to the cash consideration of the Increased Offer.
At the expiry of the initial acceptance period, i.e. at midnight (CET) on 3 November 2021, the Increased Offer has been accepted for approximately 82 percent of the total share capital of zooplus, including the irrevocable tender commitments concluded for approximately 17 percent of the share capital. All offer conditions of the Increased Offer, including reaching the minimum acceptance threshold, were fulfilled by the end of the initial acceptance period. The Increased Offer will therefore be consummated. The statutory two-week additional acceptance period for the Increased Offer will commence on 9 November 2021 and end at midnight (CET) on 22 November 2021.
On 13 August 2021, Zorro Bidco and zooplus entered into an Investment Agreement to create a long-term Strategic Partnership. Thereby, zooplus has agreed in principle to support the intention to pursue a delisting of the Company following the closing of the voluntary public tender offer. Zorro Bidco strongly believes that as a privately held company zooplus would be better positioned to focus on longer term objectives as it will no longer be subject to short-term public market sentiments and the regulatory requirements of a listed company. As the vast majority of zooplus shareholders supported the takeover offer, Zorro Bidco has now decided in favour of the Delisting Offer.
On 25 October 2021, Hellman & Friedman and EQT Private Equity announced a partnership to finance Zorro Bidco’s Increased Offer for all outstanding shares of zooplus at a cash consideration of EUR 480 per zooplus share. The partnership between Hellman & Friedman and EQT Private Equity includes the financing of the Delisting Offer. In a further step, EQT Private Equity intends, 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.
The offer document for the Delisting Offer containing the detailed terms and other information relating to the Delisting Offer, respectively, will be published following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at www.hf-offer.com.
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This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of zooplus AG.
The Increased Offer by Zorro Bidco as well as its definite terms and conditions and further provisions concerning the Increased Offer are published in the according offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin), as well as in the amendment of the Increased Offer and further publications by Zorro Bidco pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) relating to the Increased Offer. Investors and holders of shares in zooplus AG are strongly advised to read the offer document for the Increased Offer and the amendment documentation for the Increased Offer and all other relevant documents regarding such public takeover offer since they contain important information.
The Delisting Offer as well as its definite terms and conditions and further provisions concerning the Delisting Offer will be published in the offer document for the Delisting Offer following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to publish such offer document. The Delisting Offer has not yet commenced. Investors and holders of shares in zooplus AG are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer, when they become available, as they will contain important information.
The Increased Offer and the Delisting Offer are, or will be, respectively, 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 Increased Offer or the Delisting 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.