va-Q-tec: Shareholders pave way for strategic partnership with EQT Private Equity and support takeover offer

va-Q-tec: Shareholders pave way for strategic partnership with EQT Private Equity and support takeover offer

• More than 70 % of all shares issued secured - Minimum acceptance threshold of 62.5% of va-Q-tec’s share capital exceeded
• With EQT Private Equity, va-Q-tec gains a strategic and financially strong partner to support the company’s long-term development and growth
• The Bidder has undertaken a planned capital increase in order to invest in va-Q-tec’s further growth
• The Bidder intends to enter into a domination and profit and loss transfer agreement with va-Q-tec and to delist the company
• Further acceptance period for va-Q-tec shareholders from 22 February 2023 until 7 March 2023

Würzburg, 17 February 2023 va-Q-tec AG announces that in the context of the voluntary public takeover offer (“Takeover Offer”) for the shares (ISIN DE0006636681 / WKN 663668) of va-Q-tec AG (“va-Q-tec”) by Fahrenheit AcquiCo GmbH (“Bidder”), a holding company controlled by EQT Private Equity and supported by co-investors Mubadala Investment Company PJSC and the Sixth Cinven Fund, the minimum acceptance threshold of 62.5% of all va-Q-tec shares currently in issue has been exceeded. Taking into account the va-Q-tec shares held by the founding families, the Bidder has already secured more than 70 % of all issued shares in the Company. The final acceptance rate will be announced on 21 February 2023.

va-Q-tec shareholders who have not yet accepted the Takeover Offer can tender their shares for EUR 26.00 per share during an additional acceptance period from 22 February 2023 to 7 March 2023, 24:00 hours (CET). This gives va-Q-tec shareholders a further opportunity to benefit from an attractive 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.^[1]

Dr. Joachim Kuhn, founder and CEO of va-Q-tec AG, comments: “The Management Board and the founding families, who remain invested, are very pleased that the plans for the future with EQT have received such broad support from the shareholders by accepting the takeover offer. In EQT we gain a financially strong and entrepreneurial partner which shares our vision and supports the company’s long-term development and growth. This is very good news for va-Q-tec as a company, for our workforce, for the regions of both Würzburg and Kölleda in Thuringia, as well as for our ten subsidiaries all over the world.”

Matthias Wittkowski, Partner at EQT Private Equity Advisory Team, notes: “We are excited to be partnering with va-Q-tec’s management team to support the Company on achieving its full potential as a private company. Together, we aim on establishing a global force in high-performance thermal insulation and, via a combination with our portfolio company Envirotainer, a ‘one-stop-shop’ offering for customers needing mission critical pharma transport services. We are pleased that this growth strategy has received the support of va-Q-tec’s shareholders and look forward to working with the Company’s management team and our co-investors to support va-Q-tec on delivering accelerated, sustainable growth.”

va-Q-tec, together with EQT Private Equity, plans to merge va-Q-tec’s service and systems business for the pharmaceutical sector (“va-Q-tec Pharma 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. The planned investment in va-Q-tec by EQT Private Equity as part of an approximately EUR 35 million capital increase and the planned merger 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.

Subject to the requisite merger control clearances, the Takeover Offer is expected to be completed not later than in the second quarter of 2023. Following closing of the Takeover Offer, the Bidder intends to enter into a domination and profit and loss transfer agreement with va-Q-tec and to pursue a delisting of the Company.

Investment bank ParkView Partners is acting as exclusive financial advisor, law firm Hogan Lovells as legal advisor and cometis AG as communications advisor on behalf of va-Q-tec.

Important note

This press release does not constitute an opinion or an amendment to the opinion of 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.

^[1] The date on which the ad hoc announcement concerning the expected near-term completion of the merger agreement was published.