DGAP-WpÜG: Zorro Bidco S.à r.l. / Tender Offer
Announcement of the decision to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) pursuant to Section 10 para. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) in conjunction with Section 39 para. 2 sent. 3 No. 1 of the German Stock Exchange Act (Börsengesetz - BörsG)
Zorro Bidco S.à r.l. (the "Bidder") decided on 8 November 2021 to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) 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 480.00 per zooplus-Share (the "Delisting Offer").
The offer document for the Delisting Offer (in German and a non-binding English translation) containing the detailed terms and other information relating to the Delisting 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 Delisting Offer will be made on and subject to the terms 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 Delisting Offer, as well as further provisions concerning the Delisting 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 Delisting Offer when they become available, as they will contain important information.
The Delisting Offer will be published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. capital markets laws. Any contract concluded on the basis of the Delisting 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 Delisting 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 U.S. 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.
Zorro Bidco S.à r.l.
08.11.2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Listed:||Regulierter Markt Frankfurt (Prime Standard); Freiverkehr Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate Exchange|
|End of News||DGAP News Service|
1246813 08.11.2021 CET/CEST