zooplus AG - Publication of inside information according to Article 17 of the Regulation (EU) No 596/2014
Hellman & Friedman, in partnership with EQT, increases offer price per zooplus share to EUR 480.00 in cash
Munich, October 25, 2021 - Hellman & Friedman LLC ("H&F"), with the support of its partner EQT IX Fund ("EQT"), has informed zooplus AG (the "Company") today that an affiliate of Zorro Bidco S.à r.l., a holding company currently controlled by funds advised by H&F ("Zorro Bidco"), has purchased shares in the Company (each a "zooplus Share") at a purchase price of EUR 480.00 in cash per zooplus Share. Such purchase price of EUR 480.00 per zooplus Share exceeds the consideration of EUR 470.00 in cash per zooplus Share contained in the voluntary public takeover offer of Zorro Bidco to the shareholders of the Company in its amended form as published on October 8, 2021 (the "Takeover Offer") by EUR 10.00. As a consequence, the consideration under the Takeover Offer is increased, by operation of law, by the difference amount of EUR 10.00 to EUR 480.00. The Company has also been informed that Pet Bidco GmbH, an investment vehicle of EQT, does not intend to increase or otherwise amend its voluntary public takeover offer, which is thus expected to lapse.
Further, with a view to a successful completion of the Takeover Offer, H&F and EQT have equally notified the Company today that they have formed a partnership to finance the Takeover Offer. EQT notified the Company that it plans, 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 Takeover Offer. In this context, the Management Board and the Supervisory Board of the Company have also reiterated their support of a future delisting of the Company.
The formation of the partnership between H&F and EQT, as well as the increase of the consideration under the Takeover Offer, do not affect the duration of the acceptance period of the Takeover Offer, which will expire unchanged on November 3, 2021, 24:00 hrs. CET. Further, all offer conditions under the Takeover Offer remain equally unaffected, including the minimum acceptance threshold of 50 percent of all zooplus Shares plus one zooplus Share. The irrevocable tender commitments which Zorro Bidco has concluded with certain zooplus shareholders for approximately 17 percent of the share capital of the Company remain binding on the relevant shareholders, who have already tendered the relevant zooplus Shares into the Takeover Offer.
zooplus AG is the leading online pet platform in Europe measured by sales. Founded as a German start-up in 1999, the company's business model has been successfully launched internationally, dedicated to the mission of creating moments of happiness between pets and pet parents across now 30 European countries. With a large and relevant product offering in the pet food and pet care & accessories range, zooplus caters to more than 8 million pet parents across Europe of which more than 5 million made more than two orders in 2020. The product range includes renowned international brands, popular local brand names as well as high-quality, exclusive own brand lines for pet food, accessories, care products, toys and much else for dogs, cats, birds, hamsters, horses and many other furry and non-furry friends. In addition, zooplus customers benefit from exclusive loyalty programs, best value for money proposition, fast and reliable delivery as well as a seamless digital shopping experience, combined with a variety of interactive content and community offerings. Sales totaled more than EUR 1.8 bn in the 2020 financial year, capturing roughly 7% of the around EUR 28 bn to EUR 29 bn (net) European pet supplies market, both offline and online combined.
For further information about zooplus, please visit investors.zooplus.com or our international shop site at zooplus.com.
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