Zorro Bidco holds a total of 97 percent in zooplus after completion of the public delisting tender offer – zooplus shares delisted from Frankfurt Stock Exchange among others
17 January 2022 – London & Munich –Hellman & Friedman LLC (“Hellman & Friedman” or “H&F”) and the EQT IX fund (“EQT Private Equity”) today announced the final results of the public delisting tender offer (the “Delisting Offer”) by Zorro Bidco S.à r.l. (“Zorro Bidco”), a holding company controlled by funds advised by H&F, for all outstanding shares (ISIN: DE0005111702) of zooplus AG (“zooplus” or the “Company”) that are not already held by Zorro Bidco.
At the expiry of the acceptance period at midnight (CET) on 12 January 2022, 533,875 zooplus shares have been tendered to the Delisting Offer. This corresponds to approximately 7.5 percent of all zooplus shares. Based on the acceptance ratio of the Delisting Offer plus the preceding public tender offer, Zorro Bidco has secured a total of approximately 97 percent of the share capital of zooplus. There will be no additional acceptance period, meaning the Delisting Offer closed on 12 January 2022.
Following the successful closing, the delisting has become effective and zooplus shares are no longer available for trading on the regulated market and in the electronic trading system (XETRA) of the Frankfurt Stock Exchange. Trading of the zooplus shares in the sub-segment Berlin Second Regulated Market of the Berlin Stock Exchange (Wertpapierbörse Berlin) and on the open market in Dusseldorf, Munich, Stuttgart and Hannover, as well as via the Tradegate Exchange, has also ended.
In connection with the settlement, all shareholders that have accepted the Delisting Offer will receive the cash payment within ten banking days after publication of the result of the Delisting Offer pursuant to Section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), presumably by 31 January 2022 at the latest.
Zorro Bidco’s funding of the Delisting Offer will be provided by funds managed and advised by H&F and EQT Private Equity. EQT Private Equity intends to become a jointly controlling partner with equal governance rights in a parent of Zorro Bidco.
Additional information is available at www.hf-offer.com.
For further information, please contact:
Phone: +49 160 8855105
Phone: +49 171 8679950
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of zooplus AG. The terms of the public delisting tender offer, as well as further provisions concerning the public delisting tender offer, are published in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares in zooplus AG are strongly advised to read the offer document and all other relevant documents regarding the public delisting tender offer, since they will contain important information.
The public delisting tender offer has been issued exclusively under the laws of the Federal Republic of Germany, in particular according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), the German Stock Exchange Act (Börsengesetz) and certain applicable provisions of the U.S. Securities Exchange Act. The public takeover offer documentation has additionally been published at www.hf-offer.com. Any contract that is concluded on the basis of the public delisting tender offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.