August 13th, 2021
Hellman & Friedman and zooplus enter into an Investment Agreement to create long-term Strategic Partnership
London & Munich
Partnership aimed at strengthening zooplus’ leading market position in online pet supplies
- With Hellman & Friedman as a strategic and financial partner, zooplus will gain additional sector expertise, hands-on support, enhanced financial flexibility and a stable ownership structure to strengthen zooplus’ long-term position in the fast-evolving European pet supplies market
- Voluntary public takeover offer for all shares of zooplus; offer price of EUR 390 per share, representing a premium of 50 percent to the three-month volume weighted average price prior to the announcement
- Hellman & Friedman and zooplus have entered into an Investment Agreement; both the Management Board and Supervisory Board of zooplus welcome the takeover offer and intend to recommend that shareholders accept the offer
- Offer will be subject to a minimum acceptance threshold of 50 percent plus one zooplus share; Hellman & Friedman has already received irrevocable tender commitments for approximately 17 percent of zooplus’ share capital
Today, Hellman & Friedman and zooplus have entered into an Investment Agreement to create a long-term Strategic Partnership. To this end, Zorro Bidco S.à r.l., a holding company controlled by funds advised by Hellman & Friedman LLC (“Hellman & Friedman” or “H&F”), today announced its decision to make a voluntary public takeover offer for the shares (ISIN: DE0005111702) of zooplus AG (“zooplus” or the “Company”).
zooplus is the leading online pet platform in Europe by sales, listed on the Frankfurt Stock Exchange. With its large product offering in the pet food and pet care & accessories range, zooplus caters to more than 8 million customers in 30 European markets.
The offer price will be EUR 390 per share. Under the terms of the public takeover offer, holders of zooplus shares will receive a premium of about 50 percent to the three-month volume weighted average price of zooplus shares prior to the announcement, a premium of 40 percent to the closing share price of 12 August 2021 and a premium of 34 percent to zooplus’ all-time high closing share price. Closing of the voluntary takeover offer will be subject to reaching a minimum acceptance threshold of 50 percent plus one zooplus share, granting of merger control and foreign investment control clearances and other customary conditions. The offer is expected to close in Q4/2021.
In recent years, the European market for pet supplies has experienced a significant shift from offline to online. This trend has been accelerated by changing consumer habits and rising customer expectations during Covid-19, resulting in an increasingly competitive landscape. zooplus is therefore at a pivotal time of its development and market positioning. In order to secure the Company’s position as the leading European online pet platform and deliver sustainable long-term growth, H&F and zooplus believe these market dynamics will require significant adaptation and accelerated organic and inorganic investments over the coming few years. Entering into a Strategic Partnership with H&F will help the Company realize its full digital and operational potential and allow zooplus more flexibility to implement transformative initiatives with an eye on longer term value rather than near-term profitability.
Stefan Goetz, Partner, and Adrien Motte, Director, of Hellman & Friedman, said: “We are excited to partner with zooplus and to support the future development of the Company. Hellman & Friedman is ideally positioned to help zooplus implement the necessary initiatives to adapt to an increasingly competitive market landscape with large generalist e-commerce platforms as well as omni-channel pet store chains striving for online market share. Our Strategic Partnership aims to enable the Company to materially accelerate its pace of investment into key long-term value creation levers including a stronger value proposition for customers, a superior logistics and fulfilment infrastructure, new product and service innovations, and world-class talent practices. In addition, the offer affords shareholders an opportunity to realize a significant part of the envisaged long-term value creation immediately and upfront.”
“The fast-evolving European pet market will provide significant opportunities for players who master the continued shift towards online, match and exceed evolving customer expectations and increase the product and service choice relevant to pet lovers. With Hellman & Friedman, we gain the additional sector expertise, hands-on support, financial flexibility and long-term focus needed to seize this unique market opportunity better and more effectively. We are convinced that the current market environment requires a clear focus on winning the category in the long run by prioritizing sustainable growth and value creating investments ahead of short- and mid-term earnings, a strategy fully backed by Hellman & Friedman,” said Dr. Cornelius Patt, CEO of zooplus.
The Investment Agreement, signed by the parties today, sets out that, among other things, both the Management and the Supervisory Board of zooplus support the voluntary public takeover offer. Subject to their review of the offer document, the boards intend to recommend that zooplus shareholders accept the offer. In addition, H&F has already secured irrevocable tender commitments for approximately 17 percent of the shares, including from the Management Board members with regard to their respective personal shareholdings and Maxburg Beteiligungen GmbH & Co. KG, a longstanding key investor who is also represented on zooplus’ Supervisory Board.
H&F does not intend to enter into a domination and/or profit and loss transfer agreement with zooplus. In the Investment Agreement the Company has agreed in principle to support H&F’s intention to pursue a potential delisting of the Company sometime following the closing. As a privately held company under a unified ownership structure, zooplus would be better positioned to focus on longer term objectives.
“Hellman & Friedman combines focus on excellence and growth at scale with deep sector expertise, an entrepreneurial culture and a highly collaborative process. This approach makes us the partner of choice for companies like zooplus which are at inflection points in their industries with the potential to flourish further. Our highly focused and differentiated strategy, which has underpinned more than three decades of success, has helped companies pursue their full potential while driving great outcomes for their stakeholders and the beneficiaries of our investors,” said Patrick Healy, Chief Executive Officer of Hellman & Friedman.
Hellman & Friedman is one of the oldest and most experienced private equity investment firms operating today. H&F’s distinctive investment approach is focused on large-scale equity investments in high-quality growth businesses in developed markets, primarily in the U.S. and Europe, across growth-oriented sectors. H&F has successfully partnered with companies including in the internet & media and consumer & retail sectors such as Action, Autoscout24, Axel Springer, DoubleClick, Grocery Outlet, ProSiebenSat.1, Scout24, SimpliSafe and Verisure.
H&F is supported by J.P. Morgan as financial advisor and Freshfields Bruckhaus Deringer as legal advisor. Additional advice to H&F was provided by Goetz Partners. Goldman Sachs is acting as financial advisor and GLNS Rechtsanwälte Steuerberater Partnerschaft mbB as legal advisor to zooplus.
The public takeover offer will be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). This offer document will be published following receipt of permission from BaFin, at which point the public takeover offer period will commence. The offer document and other information pertaining to the public takeover offer will be made in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz –WpÜG).
Important note:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. The definite terms and conditions of the public takeover offer, as well as further provisions concerning the public takeover offer, will be published in the offer document only after the German Federal Financial Supervisory Authority (BaFin) has granted permission to publish the offer document. The public takeover offer for shares in the Company has not yet commenced. Investors and holders of shares in the Company are strongly advised to read the offer document and all other relevant documents regarding the public takeover offer when they become available, since they will contain important information.
The public takeover offer will at a later time be 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) and certain applicable provisions of U.S. securities law. The public takeover offer documentation will additionally be published at www.hf-offer.com. 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.