DGAP-News: Zorro Bidco S.à r.l. / Key word(s): Takeover/Delisting
Acceptance period for Zorro Bidco's public delisting tender offer for all outstanding zooplus shares commences
- Acceptance period for delisting offer runs from 24 November 2021 to 12 January 2022
- Offer price of EUR 480 per share in cash corresponds to cash consideration of the preceding voluntary public takeover offer by Zorro Bidco
- More than 89 percent of zooplus' total shares have already been tendered into the takeover offer
- Delisting offer is not subject to any closing conditions and there will be no additional acceptance period
zooplus shareholders can tender their zooplus shares into the Delisting Offer at a price of EUR 480 per share in the Delisting Offer tender period which starts today and ends at midnight (CET) on 12 January 2022. This consideration corresponds to the offer price of the preceding voluntary public takeover offer by Zorro Bidco (the "Takeover Offer"), which ended on 22 November 2021.
At the end of the additional acceptance period of the Takeover Offer on 22 November 2021, more than 89 percent of zooplus' total shares have been tendered into the Takeover Offer. This percentage rate may increase further as a result of additional bookings of tendered shares. The final result of the Takeover Offer will be published on www.hf-offer.com on 25 November 2021. Final settlement of the Takeover Offer is expected to be concluded by 6 December 2021.
Hellman & Friedman and EQT Private Equity strongly believe that zooplus would benefit from being a privately held company. It would be better positioned to focus on longer-term objectives, no longer subject to the short-term expectations of the capital market and the regulatory requirements of a listed company. Subject to their review of the offer document, the Management Board and the Supervisory Board of zooplus intend to support the Delisting Offer.
The relevant details as to how the Delisting Offer can be accepted are set out in the offer document for the Delisting Offer. Shareholders should inquire with their custodian bank for any relevant deadlines that may require actions in accordance with the Delisting Offer. There will be no additional acceptance period, so that the Delisting Offer will close on 12 January 2022, subject only to such exceptions as are set out in the offer document for the Delisting Offer which may result in an extension of the acceptance period. The Delisting Offer is not subject to any closing conditions.
The partnership between Hellman & Friedman and EQT Private Equity to finance the Takeover Offer, which was announced on 25 October 2021, also includes the financing of the Delisting Offer. EQT Private Equity intends, subject to required regulatory approvals and other conditions, to become a jointly controlling partner with equal governance rights in a parent of Zorro Bidco.
Zorro Bidco and zooplus have entered into an Investment Agreement under which zooplus, subject to certain conditions, agreed to apply for the revocation of the admission to trading of all zooplus shares on the regulated market of the Frankfurt Stock Exchange and to request the termination of the inclusion of the zooplus shares in the trading in the sub-segment Berlin Second Regulated Market of the Berlin Stock Exchange (Wertpapierbörse Berlin) and on the open market in Dusseldorf, Hamburg, Hannover, Munich and Stuttgart as well as via the Tradegate Exchange. Following a successful delisting, zooplus shares will not be available for trading on the regulated market and in the electronic trading system (XETRA) of the Frankfurt Stock Exchange. Trading of the zooplus shares in the sub-segment Berlin Second Regulated Market of the Berlin Stock Exchange (Wertpapierbörse Berlin) will also end. This may detrimentally affect the ability to trade zooplus shares and the price at which zooplus shares are traded.
The publication of the offer document for the Delisting Offer has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The offer document and a non-binding English translation are now available at www.hf-offer.com. Copies of these documents can also be obtained free of charge at BNP Paribas Securities Services S.C.A., Frankfurt Branch, Europa-Allee 12, 60327 Frankfurt am Main, Germany (inquiries by fax to +49 69 1520 5277 or email to firstname.lastname@example.org).
About Hellman & Friedman
Hellman & Friedman is a preeminent global private equity firm with a distinctive investment approach focused on large-scale equity investments in high quality growth businesses. 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 targets outstanding businesses in select sectors including software & technology, financial services, healthcare, consumer & retail, and other business services. The firm is currently investing its tenth fund, with over $24 billion of committed capital, and has over $80 billion in assets under management and committed capital. Learn more about H&F's defining investment philosophy and approach to sustainable outcomes at www.hf.com.
EQT is a purpose-driven global investment organization with more than EUR 70 billion in assets under management across 27 active funds. EQT funds have portfolio companies in Europe, Asia-Pacific and the Americas with total sales of approximately EUR 29 billion and more than 175,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership. Learn more at www.eqtgroup.com.
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This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of zooplus AG. The terms of the public delisting tender offer, as well as further provisions concerning the public delisting tender offer, are published in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares in zooplus AG are strongly advised to read the offer document and all other relevant documents regarding the public delisting tender offer, since they will contain important information.
The public delisting tender offer has been issued exclusively under the laws of the Federal Republic of Germany, in particular according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), the German Stock Exchange Act (Börsengesetz) and certain applicable provisions of the U.S. Securities Exchange Act. The public takeover offer documentation has additionally been published at www.hf-offer.com. Any contract that is concluded on the basis of the public delisting tender 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 permissible under applicable law or regulation, Zorro Bidco S.à r.l. and its affiliates or brokers (acting as agents for Zorro Bidco S.à r.l. or its affiliates, as applicable) may from time to time during or after the period in which the public delisting tender offer remains open for acceptance, and other than pursuant to the public delisting tender offer, directly or indirectly purchase, or arrange to purchase, shares of zooplus AG, that may be the subject of the public delisting tender offer, or any securities that are convertible into, exchangeable for or exercisable for shares of zooplus AG. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations including the U.S. Securities Exchange Act to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to Zorro Bidco S.à r.l. may also engage in ordinary course trading activities in securities of zooplus AG, which may include purchases or arrangements to purchase such securities.
24.11.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.