DGAP-News: Zorro Bidco S.à r.l. / Key word(s): Offer
7 October 2021 - London & Munich - On 14 September 2021, Zorro Bidco S.à r.l. (the "Bidder"), a holding company controlled by funds advised by Hellman & Friedman LLC ("Hellman & Friedman"), published the offer document in relation to its voluntary public takeover offer to all shareholders of zooplus AG. The offer (the "Offer") currently includes a cash consideration of EUR 460 per share, which constitutes a premium of 77% to the three-month volume weighted average share price prior to the initial announcement on 12 August 2021. Both the Management Board and the Supervisory Board of zooplus AG have supported the Offer and, as per their joint reasoned statement published on 28 September 2021, recommended to the shareholders of zooplus AG to accept the Offer.
On 6 October 2021, Pet Bidco GmbH, an investment vehicle indirectly held by investment funds which are managed and controlled by affiliates of EQT AB, published the offer document in relation to its competing takeover offer to all shareholders of zooplus AG, with a cash consideration of EUR 470 per zooplus share (the "EQT Offer").
The acceptance period of the EQT Offer expires on 3 November 2021. Under applicable law, therefore, the acceptance period of the ongoing Offer will now also be extended until 3 November 2021.
Under the terms of the Investment Agreement between the Bidder and zooplus AG, concluded with the aim to create a long-term strategic partnership, as well as under the terms of irrevocable tender commitments (the "Irrevocables") the Bidder has concluded with shareholders of zooplus AG for approximately 17% of zooplus AG's share capital, the Bidder is entitled to match any offer made, and in particular the amount of the consideration offered, by any competing bidder.
The Bidder has decided today to increase the cash consideration offered to the shareholders of zooplus AG from EUR 460 to EUR 470 per zooplus share, thereby matching the EQT Offer. The offer consideration now constitutes a premium of 81% to the three-month volume weighted average share price prior to the initial announcement on 12 August 2021.
As a result of the increase of the Offer, the Irrevocables remain binding on the relevant shareholders, who have already tendered the relevant shares to the Offer (and who are not entitled to withdraw their tenders from the Offer).
Hellman & Friedman continues to be fully committed to implementing the agreed long-term strategic partnership with zooplus AG, which Hellman & Friedman believes has significant benefits for both zooplus AG and all stakeholders of zooplus AG.
The Bidder will publish the respective amendment of its takeover offer and the related announcement in accordance with the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) without undue delay.
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 selected 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.
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This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of zooplus AG (also the "Company"). The definitive terms and conditions of the public takeover offer, as well as further provisions concerning the public takeover offer, are published in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin), and in the still to be published offer amendment. Investors and holders of shares in the Company are strongly advised to read the offer document, the offer amendment and all other relevant documents regarding the public takeover offer, since they contain or will contain important information.
The public takeover offer is published exclusively under the laws of the Federal Republic of Germany, in particular according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and certain applicable provisions of U.S. securities law. The public takeover offer and the offer amendment documentation have additionally been or will additionally be published at www.hf-offer.de. Any contract that is concluded on the basis of the public takeover 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 before, during or after the period in which the public takeover offer remains open for acceptance, and other than pursuant to the public takeover offer, directly or indirectly purchase, or arrange to purchase, shares of the Company, that may be the subject of the public takeover offer, or any securities that are convertible into, exchangeable for or exercisable for shares of the Company. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under 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 the Company, which may include purchases or arrangements to purchase such securities.
07.10.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.