DGAP-News: zooplus AG
/ Key word(s): Offer/Offer
zooplus enters into an Investment Agreement with Hellman & Friedman to fully capture long-term growth opportunities
"The fast-evolving European pet market will provide significant opportunities for players, who master the continued shift towards online, match and exceed evolving customer expectations and increase the product and service choice relevant to pet lovers. With Hellman & Friedman, we gain additional sector expertise, hands-on support, financial flexibility and long-term focus needed to seize this unique market opportunity better and more effectively. We are convinced that the current market environment requires a clear focus on winning the category in the long run by prioritizing sustainable growth and value creating investments ahead of short- and mid-term earnings, a strategy fully backed by Hellman & Friedman", said Dr. Cornelius Patt, CEO of zooplus.
"After having independently assessed different strategic options as well as the partnership and takeover offer by Hellman & Friedman with due care, both boards regard the transaction to be in the best interest of the company and its shareholders. Therefore, we welcome the Strategic Partnership with Hellman & Friedman and support the offer as we believe this transaction will significantly benefit our customers, partners and employees while delivering immediate value to our shareholders", commented Karl-Heinz Holland, Chairman of the Supervisory Board of zooplus.
"We are excited to partner with zooplus and to support the future development of the company. Hellman & Friedman is ideally positioned to help zooplus implement the necessary initiatives to adapt to an increasingly competitive market landscape with large generalist e-commerce platforms as well as omni-channel pet store chains striving for online market share. Our Strategic Partnership aims to enable the company to materially accelerate its pace of investment into key long-term value creation levers including a stronger value proposition for customers, a superior logistics and fulfilment infrastructure, new product and service innovations, and world-class talent practices. In addition, the offer affords shareholders an opportunity to realize a significant part of the envisaged long-term value creation immediately and upfront", said Stefan Goetz, Partner, and Adrien Motte, Director, of Hellman & Friedman.
Key terms of the offer
The offer thus provides zooplus' shareholders an opportunity to realize a significant part of the expected long-term value creation immediately and upfront. It will be subject to a minimum acceptance threshold of 50 percent plus one share and customary closing conditions including merger control and foreign investment clearances. H&F will fund the offer entirely with equity and does not intend to enter into a domination and/or profit and loss transfer agreement with zooplus.
The announcement of the offer is the result of a careful and structured review of strategic options conducted by the Management Board of zooplus together with the Supervisory Board. Against that background, both boards regard the transaction to be in the best interest of the company's shareholders and stakeholders and welcome the Strategic Partnership as well as the voluntary public takeover offer. Subject to a careful review of the offer document, the Management Board and Supervisory Board intend to recommend shareholders to accept the offer. H&F has already signed irrevocable tender commitments for approximately 17 percent of zooplus' share capital, including the Management Board Members with regard to their respective personal shareholdings and Maxburg Beteiligungen GmbH & Co. KG, a longstanding key investor in zooplus who is also represented on zooplus' Supervisory Board.
In case of a successful closing of the offer, H&F intends to delist zooplus sometime following the closing. The Management Board of zooplus fully acknowledges the advantages of operating as a private company to execute on its long-term strategy and therefore in principle supports H&F's delisting intention.
Fully seizing long-term growth opportunities arising from an inflection point in the European pet market
With H&F as a strategic and financial partner, and with a track record of delivering sustainable growth in companies from the internet & media and consumer & retail sectors, zooplus gains additional sector expertise, hands-on support, financial firepower, and a stable ownership structure to expand its competitive lead with a long-term focus. H&F is fully committed to enable investments required to achieve this objective and create long-term value.
Partnership building on zooplus' success story
Founded in 1984, Hellman & Friedman is one of the oldest and most experienced private equity investment firms operating today. H&F's distinctive investment approach is focused on large-scale equity investments in high-quality growth businesses in developed markets, primarily in the U.S. and Europe, across growth-oriented sectors. H&F seeks to partner with world-class management teams where its deep sector expertise, long-term orientation and collaborative partnership approach enable companies to flourish. H&F has successfully partnered with companies including in the internet & media and consumer & retail sectors such as Action, Autoscout24, Axel Springer, DoubleClick, Grocery Outlet, ProSiebenSat.1, Scout24, SimpliSafe and Verisure.
In accordance with the requirements of the German Securities Acquisition and Takeover Law, the offer document (once available) and other information relating to the public takeover offer will be made available by H&F, following approval by the German Federal Financial Supervisory Authority on the following website: www.hf-offer.de.
After publication, the Management Board and Supervisory Board will carefully review the offer document in accordance with their legal obligations and submit a reasoned statement.
Goldman Sachs is acting as financial advisor and GLNS Rechtsanwälte Steuerberater Partnerschaft mbB as legal advisor to zooplus. H&F is supported by J.P. Morgan as financial advisor and Freshfields Bruckhaus Deringer as legal advisor. Additional advice to H&F was provided by Goetz Partners.
Live & replay link to Investor & Analyst Call: https://www.webcast-eqs.com/cometis20210809
For further information about zooplus, please visit investors.zooplus.com or our international shop site at zooplus.com.
Press / Investor relations contact:
Finsbury Glover Hering
13.08.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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|EQS News ID:||1226269|
|End of News||DGAP News Service|