Zooplus AG: Final offer for zooplus by H&F with support of EQT to expire in 40 hours

    zooplus AG: Final offer for zooplus by H&F with support of EQT to expire in 40 hours

^
DGAP-News: zooplus AG / Schlagwort(e): Übernahmeangebot
zooplus AG: Final offer for zooplus by H&F with support of EQT to expire in
40 hours

02.11.2021 / 07:26
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

---------------------------------------------------------------------------

Final offer for zooplus by H&F with support of EQT to expire in 40 hours

  * As acceptance period expires on November 3, 2021, 24:00 hrs CET,
    shareholders are strongly encouraged to tender now

  * Acceptance rate currently at approx. 26%

  * Shareholders will only benefit from significant premium of 85% if
    minimum acceptance threshold of 50% plus one zooplus share is reached

  * Shareholders wishing to accept the offer, have to tender into Zorro
    Bidco's offer (ISIN DE000A3E5DK9)

  * Immediate first settlement if offer is successful as all regulatory
    clearances are already obtained

  * zooplus boards strongly recommend shareholders to accept the takeover
    offer

Munich, November 2, 2021 - zooplus, the leading European online pet
platform, would like to remind its shareholders that the acceptance period
for the final offer of Hellman & Friedman ("H&F") with support of its
partner EQT Private Equity ("EQT") at a cash consideration of EUR 480 per
share will expire on November 3, 2021, 24:00 hrs CET. zooplus shareholders
will only benefit from the significant premium, if the minimum acceptance
threshold of 50 percent plus one zooplus share is reached by November 3,
2021, 24:00 hrs CET. Otherwise, the offer will fail without any further
acceptance opportunity. As of November 1, 2021, 18 hrs CET, the acceptance
rate is at approximately 26 percent (including the irrevocable tender
commitments of approx. 17 percent of the share capital). zooplus
shareholders who wish to accept the offer, have to tender their shares into
Zorro Bidco's offer (ISIN DE000A3E5DK9).

If the minimum acceptance threshold is reached, the first settlement and
payout will happen within ten banking days after the publication of the
tender results (and no later than on November 22, 2021) as Zorro Bidco S.à
r.l., the investment vehicle controlled by H&F, has already obtained all
necessary merger control and foreign regulatory clearances.

The cash consideration of EUR 480 per zooplus share represents a significant
premium of 85 percent to the unaffected 3-months VWAP of zooplus as of
August 12, 2021, the day before H&F announced its voluntary public takeover
offer for zooplus. This is especially attractive against the backdrop of a
more challenging stock market environment for e-commerce companies in which
many peers have traded down since the launch of the offer by Zorro Bidco.

Recommendation to shareholders
The Management and Supervisory Boards of zooplus consider the offer to be in
the best interest of the company and highly attractive to shareholders. Both
boards hence strongly recommend zooplus shareholders to accept the takeover
offer by Zorro Bidco prior to its expiry on November 3, 2021, 24:00 hrs CET.

Important technical note
Shareholders who want to accept the offer have to submit a declaration of
acceptance to their custodian bank for the takeover offer by Zorro Bidco and
to instruct their custodian bank to effect the booking of their zooplus
shares, for which they wish to accept the offer, into the ISIN DE000A3E5DK9.
Only the offer by Zorro Bidco offers the consideration of EUR 480 per share.
The concurrent takeover offer by Pet BidCo GmbH (ISIN DE000A3E5E48) offers a
lower consideration of EUR 470 per share, will not be amended any further
and is expected to lapse (as communicated to the company).


Company profile:
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 or
our international shop site at zooplus.com.

Press / Investor relations contact:
zooplus AG
Diana Apostol
Sonnenstraße 15
80331 Munich
Phone: + 49 (0) 89 95006-210
Fax: + 49 (0) 89 95006-503
Email: [e-mail] | [e-mail]
Website: https://investors.zooplus.com

Finsbury Glover Hering
Tanja Dorr
Ludwigstraße 8
80539 Munich
Mobile: [phone]
Email: [e-mail]


---------------------------------------------------------------------------

02.11.2021 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.
Medienarchiv unter http://www.dgap.de

---------------------------------------------------------------------------

   Sprache:        Deutsch
   Unternehmen:    zooplus AG
                   Sonnenstraße 15
                   80331 München
                   Deutschland
   Telefon:        [phone] - 100
   Fax:            [phone] - 500
   E-Mail:         [e-mail]
   Internet:       investors.zooplus.com
   ISIN:           DE0005111702
   WKN:            511170
   Indizes:        MDAX
   Börsen:         Regulierter Markt in Frankfurt (Prime Standard);
                   Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
                   München, Stuttgart, Tradegate Exchange
   EQS News ID:    1245277



   Ende der Mitteilung    DGAP News-Service
---------------------------------------------------------------------------

1245277 02.11.2021

°