EQT Private Equity exceeds minimum acceptance threshold in takeover offer for va-Q-tec
EQT Private Equity secures more than 70 percent of all shares in va-Q-tec
Together with va-Q-tec’s management team, EQT Private Equity and co-investors Mubadala and Cinven believe they can establish a global competitive force in high-performance thermal insulation and, via a combination with their portfolio company Envirotainer, a one-stop-shop offering for customers needing mission critical pharma transport services
The Bidder has committed to investing in va-Q-tec’s further growth through a capital increase announced by the Company
The Bidder intends to enter into a domination and profit and loss transfer agreement with va-Q-tec and to pursue a delisting of the Company
Frankfurt, 17 February 2023 – Fahrenheit AcquiCo GmbH (the “Bidder”), a holding company controlled by the EQT X fund (“EQT Private Equity”), supported by co-investors Mubadala Investment Company PJSC (“Mubadala”) and the Sixth Cinven Fund (“Cinven”), has exceeded the minimum acceptance threshold of 62.5 percent of all issued shares for its voluntary public takeover for va-Q-tec AG (“va-Q-tec” or the “Company”; ISIN: DE0006636681) (the “Takeover Offer”), securing more than 70 percent of all issued shares including the shares held by va‑Q‑tec’s founding families. The final result of the initial acceptance period will be announced on 21 February 2023.
Shareholders of va-Q-tec that have not yet accepted the Takeover Offer can tender their shares during the additional acceptance period for EUR 26.00 per share in cash. The additional acceptance period is expected to commence on 22 February 2023 and end at midnight (CET) on 7 March 2023.
Matthias Wittkowski, Partner within EQT Private Equity’s Advisory Team, said: “We are excited to be partnering with va-Q-tec’s management team to support the Company on achieving its full potential as a private company. Together, we aim on establishing a global force in high-performance thermal insulation and, via a combination with our portfolio company Envirotainer, a one-stop-shop offering for customers needing mission critical pharma transport services. We are pleased that this growth strategy has received the support of va-Q-tec’s shareholders and look forward to working with the Company’s management team and our co-investors to support va-Q-tec on delivering accelerated, sustainable growth.”
Dr. Joachim Kuhn, founder and CEO of va-Q-tec, said: “The Management Board and the founding families, who remain invested, are very pleased that the plans for the future with EQT have received such broad support from the shareholders by accepting the takeover offer. In EQT we gain a financially strong and entrepreneurial partner which shares our vision and supports the company’s long-term development and growth. This is very good news for va-Q-tec as a company, for our workforce, for the regions of both Würzburg and Kölleda in Thuringia, as well as for our ten subsidiaries all over the world.”
Background to the offer
EQT Private Equity, supported by co-investors Mubadala and Cinven, launched the Takeover Offer for va-Q-tec, a premium provider of thermal energy efficiency and temperature-controlled supply chain solutions, on 16 January 2023. The Takeover Offer, which was recommended by the management and supervisory boards of va-Q-tec in the boards’ joint reasoned statement, is made in partnership with the founding families around Dr. Joachim Kuhn, va-Q-tec’s founder and CEO, and Dr. Roland Caps, founder and former Head of Research and Development. Together the founding families hold approximately 26 percent of the Company’s current share capital and agreed to participate in the transaction by reinvesting a majority of their current participation.
Having reached the minimum acceptance threshold, EQT Private Equity and the co-investors look forward to strategically enabling va-Q-tec to realize its full potential. Together with the va-Q-tec management team, they will focus on growing va-Q-tec’s multi-end market products business, thereby doubling down on the Company’s historically core USP in thermal energy efficiency to establish a global player in high-performance thermal insulation. Additionally, the group plans to combine va-Q-tec’s pharma-focused business and EQT Private Equity, Mubadala and Cinven-owned Envirotainer to create a one-stop-shop product offering that the Bidder and va-Q-tec believe will be well suited to servicing customer demands for mission critical temperature-controlled supply chain solutions for pharmaceuticals. As part of the transaction, the Bidder also has committed to investing in va-Q-tec’s further growth through a capital increase announced by the Company.
The Takeover Offer is based on a Business Combination Agreement entered into by the Bidder and the Company on 13 December 2022 that underscores the partnership approach, responsible nature of the Takeover Offer, and focus on maintaining the entrepreneurial spirit of the Company to ensure it delivers accelerated and sustainable growth. It also governs the envisaged combination of va-Q-tec’s pharma-focused business with Envirotainer.
Closing of the Takeover Offer, which remains subject to receipt of the requisite merger control clearances, is currently expected to occur by Q2 2023. Following closing of the Takeover Offer, the Bidder intends to enter into a domination and profit and loss transfer agreement with va-Q-tec and to pursue a delisting of the Company.
With this acquisition, EQT X (target fund size of EUR 20.0 billion and hard cap of EUR 21.5 billion) is expected to be 10-15 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on its target fund size, subject to customary regulatory approvals.
EQT Private Equity is supported by UBS Europe SE as its sole financial advisor and by Milbank as legal advisor. Mubadala is supported by Cleary Gottlieb as legal advisor.
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This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in va-Q-tec AG. The Takeover Offer itself as well as its definite terms and conditions and further provisions concerning the Takeover Offer, are published in the Offer Document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). Investors and holders of shares in va-Q-tec AG are strongly advised to thoroughly read the Offer Document and all other relevant documents regarding the Takeover Offer, as they contain important information.
The Takeover Offer is implemented 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 is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
The Bidder reserves the right, within the limits of applicable law, to directly or indirectly acquire shares in va-Q-tec AG outside of the Takeover Offer, whether on or off the stock exchange. Any such purchases or arrangements will be made outside the United States and in compliance with applicable law. To the extent such acquisitions occur, information about them, including the number of, and the price for, the acquired shares in va-Q-tec AG will be published without undue delay, if and to the extent required under the applicable statutory provisions.
The information in respect of the EQT X fund (EQT X) contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation of EQT X. Any offer or solicitation in respect of EQT X will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information in respect of EQT X contained herein is not for publication or distribution to persons in the United States of America. Any securities of EQT X referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities of EQT X to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. Any EQT X securities may not be offered or sold in the United States absent registration or an exemption from registration.