September 12th, 2021
Hellman & Friedman decides to increase offer price of its voluntary tender offer for zooplus AG
London & Munich
On 13 August 2021, Zorro Bidco S.à r.l. (the “Bidder”), a holding company controlled by funds advised by Hellman & Friedman LLC, announced that the Bidder and zooplus AG (the “Company”) have entered into an Investment Agreement to create a long-term Strategic Partnership as well as its decision to make a voluntary public takeover offer to all shareholders of the Company for the acquisition of all non-par value bearer shares of the Company against payment of a cash consideration of EUR 390 per share.
After broad discussions with the Company’s stakeholders, and in order to end ongoing speculation about other, but still uncertain indicative third party offers, the Bidder has decided today to increase the cash consideration from EUR 390 per share by EUR 70 to EUR 460 per share. This significantly improved offer price represents an even more attractive premium of 65% percent to the closing price of EUR 278.20 on 12 August 2021, a 77% percent premium on the last three months volume-weighted average price of EUR 259.56 prior to the announcement on 13 August 2021, and a 58% percent premium to the closing share price of EUR 291.40 on 11 August 2021, i.e. the all-time high closing share price prior to the announcement on 13 August 2021 and prior to the recent bid speculation.
The Bidder’s announcement of 13 August 2021 remains unaffected in all other respects. Moreover, the irrevocable tender commitments that the Bidder already secured for approximately 17 percent of the Company’s shares, including from the Management Board members with regard to their respective personal shareholdings, Maxburg Beteiligungen GmbH & Co. KG and Luxempart S.A. remain in place.
The Bidder expects the acceptance period of the takeover offer to commence within the next days following permission by the German Federal Financial Supervisory Authority (BaFin) to publish the offer document.
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.
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.