DGAP-News: Zorro Bidco S.à r.l. / Key word(s): Mergers & Acquisitions/Delisting
More than 80 percent of shareholders support the takeover offer by Zorro Bidco for zooplus - delisting offer for remaining shares announced
8 November 2021 - London & Munich - Hellman & Friedman LLC ("Hellman & Friedman" or "H&F") and the EQT IX fund ("EQT Private Equity") today announced the result of the voluntary public takeover offer (the "Increased Offer") by Zorro Bidco S.à r.l. ("Zorro Bidco"), a holding company controlled by funds advised by H&F, for the shares (ISIN: DE0005111702) of zooplus AG ("zooplus" or the "Company"). In this context, Zorro Bidco announced its intention to launch a public delisting tender offer (the "Delisting Offer") for all remaining outstanding shares of zooplus. The Delisting Offer price will amount to EUR 480 per zooplus share, thus corresponding to the cash consideration of the Increased Offer.
At the expiry of the initial acceptance period, i.e. at midnight (CET) on 3 November 2021, the Increased Offer has been accepted for approximately 82 percent of the total share capital of zooplus, including the irrevocable tender commitments concluded for approximately 17 percent of the share capital. All offer conditions of the Increased Offer, including reaching the minimum acceptance threshold, were fulfilled by the end of the initial acceptance period. The Increased Offer will therefore be consummated. The statutory two-week additional acceptance period for the Increased Offer will commence on 9 November 2021 and end at midnight (CET) on 22 November 2021.
On 13 August 2021, Zorro Bidco and zooplus entered into an Investment Agreement to create a long-term Strategic Partnership. Thereby, zooplus has agreed in principle to support the intention to pursue a delisting of the Company following the closing of the voluntary public tender offer. Zorro Bidco strongly believes that as a privately held company zooplus would be better positioned to focus on longer term objectives as it will no longer be subject to short-term public market sentiments and the regulatory requirements of a listed company. As the vast majority of zooplus shareholders supported the takeover offer, Zorro Bidco has now decided in favour of the Delisting Offer.
On 25 October 2021, Hellman & Friedman and EQT Private Equity announced a partnership to finance Zorro Bidco's Increased Offer for all outstanding shares of zooplus at a cash consideration of EUR 480 per zooplus share. The partnership between Hellman & Friedman and EQT Private Equity includes the financing of the Delisting Offer. In a further step, 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 following settlement of the Increased Offer.
The offer document for the Delisting Offer containing the detailed terms and other information relating to the Delisting Offer, respectively, will be published following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at www.hf-offer.com.
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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Important note regarding the takeover offer:
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 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 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.
Important note regarding the Delisting Offer:
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 US 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.
08.11.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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