DGAP-News: EQT AB: Hellman & Friedman partners with EQT Private Equity for an improved voluntary tender offer by Zorro Bidco for zooplus AG at increased and final offer price of EUR 480 per share (deutsch)

EQT AB: Hellman & Friedman partners with EQT Private Equity for an improved voluntary tender offer by Zorro Bidco for zooplus AG at increased and final offer price of EUR 480 per share

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DGAP-News: EQT AB / Schlagwort(e): Firmenübernahme
EQT AB: Hellman & Friedman partners with EQT Private Equity for an improved
voluntary tender offer by Zorro Bidco for zooplus AG at increased and final
offer price of EUR 480 per share

25.10.2021 / 07:20
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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Hellman & Friedman partners with EQT Private Equity
for an improved voluntary tender offer by Zorro Bidco for zooplus AG at
increased and final offer price of EUR 480 per share

The partnership between Hellman & Friedman and EQT Private Equity now
provides zooplus shareholders with higher transaction certainty on improved
economic terms, and will allow zooplus to benefit from the "best of both"
investors in support of its growth strategy.

25 October 2021 - London & Munich - Today, Hellman & Friedman LLC ("Hellman
& Friedman" or "H&F") and the EQT IX fund ("EQT Private Equity") have
announced a partnership to finance Zorro Bidco S.à r.l.'s ("Zorro Bidco")
voluntary public takeover offer (the "Zorro Offer") for all outstanding
shares of zooplus AG ("zooplus" or the "Company"), at an increased and final
cash consideration of EUR 480 per zooplus share (the "Increased Offer").

On 13 August 2021, Zorro Bidco, a holding company currently controlled by
funds advised by H&F, announced its intention to launch a voluntary public
takeover offer for zooplus, and most recently on 7 October 2021 it further
increased the cash consideration offered to the zooplus shareholders from
EUR 460 to EUR 470 per zooplus share. In doing so, Zorro Bidco matched the
competing takeover offer published on 6 October 2021 (the "Pet Offer") by
Pet Bidco GmbH (the "Pet Bidco"), an investment vehicle indirectly held by
EQT Private Equity.

With support of its partner EQT Private Equity, H&F has decided today to
again increase the cash consideration under the Zorro Offer and to present
the Increased Offer as a final proposal to zooplus shareholders.

The Increased Offer remains subject to reaching a minimum acceptance
threshold of 50 percent plus one zooplus share and other customary
conditions as set out in the offer document dated 14 September 2021. zooplus
shareholders are reminded that Zorro Bidco has already obtained all
regulatory clearances necessary for the Increased Offer to become wholly
unconditional when the minimum acceptance threshold is reached.

EQT Private Equity plans, 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.

Zorro Bidco is focused on delivering the offer consideration to zooplus
shareholders at the earliest opportunity and has therefore effected today an
increase of the cash consideration under the Zorro Offer through the
purchase of zooplus shares at a price of EUR 480 by an affiliate of Zorro
Bidco. This will have no effect on the existing timeline of the Increased
Offer, and in particular, does not affect the acceptance period deadline of
3 November 2021. On that basis, settlement of the Increased Offer is
expected to take place by mid-November 2021.

The cash consideration under the Increased Offer of EUR 480 per share now
constitutes a premium of 85 percent to the three-month volume weighted
average share price of zooplus prior to the initial announcement of the
Zorro Offer on 13 August 2021.

Pet Bidco does not intend to increase or otherwise amend the Pet Offer which
is therefore expected to lapse in accordance with its terms.

The irrevocable tender commitments which Zorro Bidco has concluded with
zooplus shareholders for approximately 17 percent of the share capital of
zooplus remain binding on the relevant shareholders, who have already
tendered the relevant shares to the Zorro Offer.

As already explained in the offer document for the Zorro Offer, Zorro Bidco
intends to pursue a delisting of zooplus in case of a successful completion
of the Zorro Offer.

Stefan Goetz, Partner of Hellman & Friedman, and Johannes Reichel, Partner
and Head of EQT Private Equity's Advisory Team in Germany, jointly said:
"With this step we have found a solution to resolve the current deadlock in
the tender process and enable the continued pursuit of the investment. The
improved offer with a very attractive price provides the highest degree of
transaction security to the benefit of all stakeholders of zooplus. H&F and
EQT Private Equity are both excited to partner and to support the future
development of the Company."

Both the Management Board and the Supervisory Board of zooplus have welcomed
the Increased Offer and intend to support it. The zooplus boards recognize
that the Increased Offer provides zooplus shareholders with a clear
resolution for a successful completion of the takeover process and thus
enhanced transaction certainty. In addition, zooplus shareholders will
receive a compelling value, with a premium of EUR 10 per zooplus share to
the most recently recommended Zorro Bidco offer.

"With this offer by H&F in partnership with EQT, our shareholders now have
the clarity and ability to take an informed tender decision and realize a
remarkable 85% premium. Given the significant value creation for our
shareholders, the complementary expertise of both partners as well as their
financial and strategic commitments to the company and its stakeholders, we
as the Management Board - together with the Supervisory Board - confirm our
recommendation to our shareholders to accept Zorro Bidco's offer", said Dr.
Cornelius Patt, CEO of zooplus.

Both H&F and EQT have been partners of choice for many European
entrepreneurs and their companies. Access to the extensive experiences of
both partners across sectors including internet, consumer, retail and pet
care will be very beneficial for the future development of zooplus and will
enable a long-term value creation.

-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. The Zorro Offer and the Pet Offer as
well as their definitive terms and conditions and further provisions
concerning these public takeover offers, are published in the respective
offer document, the publication of each of which has been approved by the
German Federal Financial Supervisory Authority (BaFin), as well as in the
amendment of the Zorro Offer. Investors and holders of shares in zooplus AG
are strongly advised to read the respective offer documents for the Zorro
Offer and the Pet Offer, respectively, the amendment documentation of the
Zorro Offer and all other relevant documents regarding the aforementioned
public takeover offers, since they contain important information.

The Zorro Offer and the Pet Offer are each 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 securities laws of the
United States of America. Any contract that is concluded on the basis of the
Zorro Offer or the Pet Offer, respectively, will be exclusively governed by
the laws of the Federal Republic of Germany and is to be interpreted in
accordance with such laws.

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25.10.2021 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch DGAP - ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,
Corporate News/Finanznachrichten und Pressemitteilungen.
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Sprache: Deutsch
Unternehmen: EQT AB
Regeringsgatan 25
11148 Stockholm
Schweden
ISIN: SE0012853455
EQS News ID: 1243045

Ende der Mitteilung DGAP News-Service
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1243045 25.10.2021

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Quelle: dpa-AFX