va-Q-tec AG: Acceptance period for EQT Private Equity’s voluntary public takeover offer for va-Q-tec begins

Acceptance period for EQT Private Equity’s voluntary public takeover offer for va-Q-tec begins
 

• Offer document published following BaFin approval and available on the Bidder’s website
• Acceptance period expected to run from 16 January 2023 to 16 February 2023
• At an offer price of EUR 26.00 per share, shareholders benefit from a high premium of 98% in relation to va-Q-tec’s volume-weighted average share price over the past three months until 9 December 2022
• With EQT, va-Q-tec gains a strategic and financially strong partner to support the company’s long-term development and growth
• va-Q-tec Management and Supervisory boards welcome and support the takeover offer subject to the review of the offer document

Würzburg, 16 January 2023. Fahrenheit AcquiCo GmbH (the “Bidder”), a holding company controlled by the EQT X fund (“EQT Private Equity”) and supported by co-investors Mubadala Investment Company PJSC and the Sixth Cinven Fund, has published the Offer Document for the voluntary public takeover offer (“Takeover Offer”) for the shares (ISIN DE0006636681 / WKN 663668) of va-Q-tec AG (“va-Q-tec”) today. Prior to this, the German Federal Financial Supervisory Authority (“BaFin”) had approved the publication of the Offer Document.

As of today, va-Q-tec shareholders have the opportunity to accept the Takeover Offer and tender their shares at a price of EUR 26.00 per share. The Offer Price represents a premium of 98% in relation to the volume-weighted average price of the va-Q-tec share over the past three months up until 9 December 2022, the date on which the ad hoc announcement on the expected near-term conclusion of the combination agreement was published. All relevant details regarding the acceptance of the Offer are set out in the Offer Document, which is available on the Bidder’s website at: http://www.offer-eqt.com. Shareholders should contact their depositary bank directly in order to tender their shares in the Takeover Offer. The Acceptance Period is expected to end on 16 February 2023 at 24:00 (CET). The va-Q-tec Management and Supervisory boards welcome and support the Takeover Offer, subject to their review of the Offer Document. va-Q-tec’s Management and Supervisory boards will issue and publish the legally required reasoned opinion concerning the Takeover Offer after carefully reviewing the Offer Document.

Dr. Joachim Kuhn, founder and CEO of va-Q-tec AG, comments: “Our shared focus on innovation and responsible ownership as well as EQT Private Equity’s historical connection to the Wallenberg family make EQT the ideal partner in our view. EQT shares our vision and is willing to invest in the long-term development of our technology. We aim to help shape our further operational and strategic development in the spirit of a constructive partnership. The founding families support the offer, and the investment of their own va-Q-tec shares reflects their long-term and substantial interest in the new constellation. For this reason, we regard the proposed transaction as an attractive opportunity for all va-Q-tec stakeholders.”

The Takeover Offer contains standard closing conditions and, in particular, a minimum acceptance rate of 62.5% of all va-Q-tec shares currently issued, which also includes the 26% stake held by the founding families. The Offer is also subject to the required merger control approvals. After completion of the Takeover Offer the Bidder inter alia intends to seek a delisting of va-Q-tec.

As previously communicated, in the event of a successful completion of the Takeover Offer, va-Q-tec und EQT Private Equity intend to merge va-Q-tec’s service and systems business for the pharmaceutical sector (“va-Q-tec pharmaceutical business”) with Envirotainer AB (“Envirotainer”), in which EQT Private Equity already holds an indirect majority interest. At the same time, with strategic and financial support from EQT Private Equity, va-Q-tec’s remaining business in the thermal energy efficiency and thermal boxes area is to be further developed in the long term within an independent, new company (“va-Q-tec 2.0”) and is to be expanded to include new application possibilities for vacuum insulation technology. In this context, the planned investment in va-Q-tec by EQT Private Equity in the form of a capital increase and the planned combination between the va-Q-tec pharmaceutical business and Envirotainer are in accordance with the vision of creating two independent groups of companies, each of which will assume an internationally leading role in their business area. For the Würzburg headquarters and the Kölleda site, EQT Private Equity has entered into a job security commitment to va-Q-tec and a bar on redundancies for a period up until the end of 2024.

Investment bank ParkView Partners is acting as exclusive financial advisor and law firm Hogan Lovells is acting as legal advisor to va-Q-tec.

Important note

This press release does not constitute a statement by the Management Board or the Supervisory Board in relation to the Offer. The Bidder’s Offer Document is solely binding for the Offer itself.

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About va-Q-tec  

va-Q-tec is a pioneer in highly efficient products and solutions in the area of thermal insulation and TempChain logistics. The company develops, produces and markets highly efficient and consequently thin vacuum insulation panels (VIPs) as well as phase change materials (PCMs) for reliable and energy-efficient temperature controlling. va-Q-tec deploys this key thermal technology in order to produce passive thermal packaging systems (containers and boxes) that maintain constant temperatures, depending on type, for up to 200 hours without external energy input. In order to implement temperature-sensitive logistics chains, va-Q-tec – within a global partner network – operates a fleet of rental containers and boxes meeting demanding thermal protection standards. Along with Healthcare & Logistics as the main market, va-Q-tec addresses the following further markets: Appliances & Food, Technics & Industry, Building, and Mobility. The high-growth company, which was founded in 2001, is based in Würzburg, Germany.

Further information: www.va-q-tec.com
Follow va-Q-tec on Twitter: @vaQtec, LinkedIn: linkedin.com/company/va-Q-tec 

About EQT  

EQT is a global investment organization with more than EUR 114 billion in assets under management in two business areas – Private Capital and Real Assets. EQT funds have investments in companies in Europe, Asia and America. EQT supports portfolio companies on their path to achieving sustainable growth, operational excellence and market leadership.

Further information: www.eqtgroup.com
Follow EQT on LinkedIn, Twitter, YouTube and Instagram

Disclaimer
This release contains statements about the future development of va-Q-tec. These forward-looking statements are based on the Management Board’s current expectations, assumptions and forecasts, and the information currently available to the Management Board, and have been prepared to the best of its knowledge and belief. No guarantee or liability can be assumed for the occurrence of the future developments and results mentioned in relation to such forward-looking statements. Rather, future developments and results depend on various factors. These entail risks and uncertainties that are beyond va-Q-tec’s control and are based on assumptions that may prove to be incorrect. Notwithstanding legal requirements to adjust forecasts, va-Q-tec assumes no obligation to update the forward-looking statements contained in this release.