DGAP-News: EQT AB: EQT Private Equity announces voluntary public takeover offer for all zooplus shares with the intention to create a Strategic Partnership with zooplus

EQT Private Equity announces voluntary public takeover offer for all zooplus shares with the intention to create a Strategic Partnership with zooplus

- EQT Private Equity announces decision to launch a voluntary public takeover offer to shareholders in zooplus, a leading European online platform for pet food and supplies, at EUR 470 per share in cash

- The offer price represents a premium of 69 percent to zooplus' last unaffected share price on 12 August 2021, and a premium of 81 percent to the three-month volume weighted average price as of 12 August 2021

- Pet BidCo and zooplus have entered into an Investment Agreement and both Management and Supervisory Board of zooplus welcome EQT Private Equity's offer

- zooplus is expected to benefit from EQT Private Equity's decade-long experience in the pet care sector, strong track record of technology and platform development, stable ownership structure, and the enhanced financial flexibility to accelerate investments into zooplus' ambition to expand its long-term leadership position in the European online pet market

- The completion of the offer will be subject to a minimum acceptance threshold of 50 percent plus one zooplus share

Pet Bidco GmbH ("Pet BidCo"), a holding company held by the EQT IX fund ("EQT Private Equity"), today announced its decision to launch a voluntary public takeover offer (the "Takeover Offer") for all outstanding shares of zooplus AG ("zooplus" or the "Company"), a leading online platform for pet food and supplies, listed on the Frankfurt Stock Exchange. The Takeover Offer will be made in connection with an investment agreement which was concluded today between Pet BidCo and zooplus (the "Investment Agreement").

The partnership is aimed at supporting the Company in expanding its position as leading online platform in the European pet market by capitalizing on EQT's vast and decade-long experience in the pet care sector, strong track record of technology development, and financial firepower. With EQT as a strong strategic and financial partner, zooplus will be enabled to materially invest into key long-term value creation levers, including a strong value proposition for customers, a best-in-class logistics and fulfilment infrastructure, new product and service innovations, and world-class talent practices. EQT Private Equity is also fully committed to supporting the broadening of the Company's platform beyond its current offering. It plans to strengthen zooplus as a customer centric company with a pet-owning community that comes to zooplus for best value for money and the best assortment of products, advice and services at its heart.

The announced offer price of EUR 470 per share in cash represents a premium of approximately 81 percent compared to the calculated three-month volume-weighted average share price of zooplus' shares prior to the announcement of an earlier offer for the Company on 13 August 2021. It also implies a premium of around 69 percent compared to the closing share price of 12 August 2021.

The Management and Supervisory Board of zooplus welcome EQT Private Equity's offer.

Headquartered in Munich, Germany, zooplus caters for more than eight million customers in 30 European markets. As zooplus looks to seize a unique opportunity in the pet market, it will benefit from EQT's longstanding experience of developing companies in the pet care sector, including IVC Evidensia, Europe's leading veterinary services provider, the Nordic omni-channel pet appliances retailer Musti Group, and Bought By Many, a UK-based pet insurance provider. Moreover, zooplus will be supported by a global network of industry advisors and EQT's inhouse digitalization teams, which have expert capabilities within e-commerce, digital business development, cybersecurity, and machine learning, among other things.


Johannes Reichel, Partner and Head of EQT Private Equity's Advisory Team in Germany, said, "EQT has monitored zooplus' development for a long time, and we are impressed by its stellar customer base and the market leading positions in many markets, complemented by a strong offering. We have a long history in the pet care sector and can also offer zooplus unique experience and know-how of technology and platform development, both from within the EQT platform - which includes our inhouse digitalization and sustainability specialist teams - and via EQT's global network of industry experts. In line with EQT's 'local-with-locals' approach, we are poised to team up with zooplus' Munich-based management and all employees to take the Company to the next level, while offering European pets and their owners the best possible products."

Details of the Voluntary Takeover Offer

The completion of the offer will be subject to a minimum acceptance threshold of 50 percent plus one zooplus share and certain customary further conditions, including granting of merger control clearance. Closing of the Takeover Offer is currently expected to occur in Q4 2021.

Pet BidCo does not intend to enter into a domination and/or profit and loss transfer agreement with zooplus. zooplus has agreed in principle to support Pet BidCo's intention to pursue a potential delisting of the Company sometime following the closing of the Takeover Offer. As a privately held company under a unified ownership structure, zooplus could focus much stronger on longer term objectives.


The 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 clearance by BaFin, at which point the acceptance period for the Takeover Offer will commence. The offer document and other information pertaining to the Takeover Offer will be made in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) on the following website: www.eqt-offer.com

With this transaction, EQT IX is expected to be 65-70 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on its target fund size, and subject to customary regulatory approvals.

EQT Private Equity is supported by Deutsche Bank as its sole financial advisor and by Milbank as legal advisor.


Contact

German media inquiries: Isabel Henninger, [email protected], +49 176 8470 4761

International media inquiries: Finn McLaughlan, [email protected], +44 77 1534 1608

EQT Press Office, [email protected], +46 8 506 55 334

About EQT

EQT is a purpose-driven global investment organization with more than EUR 71 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.

More info: www.eqtgroup.com
Follow EQT on LinkedIn, Twitter, YouTube and Instagram

About zooplus

zooplus AG is the leading online pet platform in Europe measured by sales. Founded as a German start-up in 1999, the company's business model has been successfully launched internationally, dedicated to the mission of creating moments of happiness between pets and pet parents across now 30 European countries. With a large and relevant product offering in the pet food and pet care & accessories range, zooplus caters to more than 8 million pet parents across Europe of which more than 5 million made more than two orders in 2020. The product range includes renowned international brands, popular local brand names as well as high-quality, exclusive own brand lines for pet food, accessories, care products, toys and much else for dogs, cats, birds, hamsters, horses and many other furry and non-furry friends. In addition, zooplus customers benefit from exclusive loyalty programs, best value for money proposition, fast and reliable delivery as well as a seamless digital shopping experience, combined with a variety of interactive content and community offerings. Sales totalled more than EUR 1.8bn in the 2020 financial year, capturing roughly 7% of the around EUR 28bn to EUR 29bn (net) European pet supplies market, both offline and online combined.

For further information about zooplus, please visit investors.zooplus.com.


Important notice:

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in zooplus AG. The Takeover Offer itself as well as its definite terms and conditions and further provisions concerning the Takeover Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to publish the offer document. Investors and holders of shares in zooplus AG are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Takeover Offer when they become available, as they will contain important information.

The Takeover Offer will be published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the 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.