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2021-11-04

DGAP-News: Minimum acceptance threshold of 50 percent exceeded in support of voluntary public takeover offer for zooplus AG

DGAP-News: Zorro Bidco S.à r.l. / Key word(s): Mergers & Acquisitions
Minimum acceptance threshold of 50 percent exceeded in support of voluntary public takeover offer for zooplus AG

04.11.2021 / 09:40
The issuer is solely responsible for the content of this announcement.


Minimum acceptance threshold of 50 percent exceeded in support of voluntary public takeover offer for zooplus AG

More than 50 percent of the total share capital in zooplus have thus far been tendered into the offer at the expiry of the initial acceptance period; the final result of the offer at the end of the initial acceptance period expected to be published on 8 November 2021

4 November 2021 - London & Munich - Hellman & Friedman LLC ("Hellman & Friedman" or "H&F") and the EQT IX fund ("EQT Private Equity") today announced the initial result of the voluntary public tender 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") at the end of the initial acceptance period. The Increased Offer is financed by a partnership between Hellman & Friedman and EQT Private Equity.

At the expiry of the initial acceptance period at midnight (CET) on 3 November 2021, the takeover offer has been accepted for more than 50 percent of zooplus shares, including the irrevocable tender commitments which Zorro Bidco has concluded with zooplus shareholders for approximately 17 percent of the share capital. Therefore, the minimum acceptance threshold of 50 percent plus one zooplus share has been exceeded.

The final result of the Increased Offer at the expiry of the initial acceptance period is expected to be published on 8 November 2021.

According to the German Securities Acquisition and Takeover Act (WpÜG), zooplus shareholders who have not tendered their shares can still accept the Increased Offer at the cash consideration of EUR 480 per zooplus share within the additional acceptance period, which is expected to commence on 9 November 2021 and to end at midnight (CET) on 22 November 2021. Zorro Bidco will disclose the final number of shares tendered without undue delay following the expiry of the additional acceptance period.

Additional information is available at www.hf-offer.com.

-Ends-

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.

 

About EQT

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.

For further information, please contact:

For H&F
Regina Frauen
Phone: +49 160 8855105
Email: regina.frauen@fgh.com

Christian Falkowski
Phone: +49 171 8679950
Email: christian.falkowski@fgh.com

For EQT
Isabel Henninger
Phone: +49 174 940 9955
Email: eqt-offer@kekstcnc.com

Finn McLaughlan
Phone: +44 77 1534 1608
Email: eqt-offer@kekstcnc.com

Important note:

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.




04.11.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de


1246202  04.11.2021 

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