DGAP-WpÜG: Zorro Bidco S.à r.l. / Takeover Offer
Announcement of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 and 3 in conjunction with Sections 29 para. 1 and 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Zorro Bidco S.à r.l. (the "Bidder") decided on 13 August 2021 to make a voluntary public takeover offer to all shareholders of zooplus AG (the "Company") for the acquisition of all no-par value bearer shares (auf den Inhaber lautende Stückaktien) in the Company (ISIN DE0005111702; the "zooplus-Shares") against payment of a cash consideration of EUR 390 per zooplus-Share (the "Takeover Offer").
Today, the Bidder and the Company entered into an investment agreement which contains the principal terms and conditions of the Takeover Offer, as well as the mutual intentions and understandings relating thereto. The consummation of the Takeover Offer will be subject to certain conditions, which will include reaching a minimum acceptance threshold of 50% plus one share of zooplus-Shares, granting of merger control and foreign investment clearances and other customary conditions.
The offer document for the Takeover Offer (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Takeover Offer, respectively, will be published by the Bidder following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to do so on the internet at http://www.hf-offer.de.
The Takeover Offer will be made on and subject to the terms and conditions set out in the offer document, however, the Bidder reserves the right, to the extent permissible by law, to deviate from the described parameters.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell zooplus-Shares. The definite terms and conditions of the Takeover Offer, as well as further provisions concerning the Takeover Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to publish the offer document. Investors and holders of zooplus-Shares are strongly advised to read the offer document and all other documents regarding the Takeover Offer when they become available, as they will contain important information.
The Takeover Offer will be published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. takeover laws. Any contract concluded on the basis of the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
To the extent permitted by applicable law and in accordance with German market practice, the Bidder, its affiliates or brokers acting on its behalf may directly or indirectly acquire zooplus-Shares or enter into agreements to do so outside the Takeover Offer before, during or after the expiry of the acceptance period. This also applies to other securities which grant a direct conversion or exchange right into or an option right on zooplus-Shares. Such acquisitions may be effected on the stock exchange at market prices or outside the stock exchange at negotiated terms. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Securities Exchange Act of 1934. All information regarding such acquisitions will be published to the extent required by the laws of the Federal Republic of Germany or of any other relevant jurisdiction.
Luxembourg, 13 August 2021
Zorro Bidco S.à r.l.
13.08.2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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