Takeover Offer / Target company: zooplus AG; Bidder: Pet Bidco GmbH
Publication of the decision to make a voluntary public takeover offer (freiwilliges ?ffentliches ?bernahmeangebot) pursuant to Section 10 para. 1 and para. 3 in conjunction with Section 29 para. 1 and Section 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und ?bernahmegesetz - Wp?G)
Pet Bidco GmbH c/o Milbank LLP Maximilianstr. 15 80539 Munich Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 268384
zooplus AG Sonnenstr. 15 80331 Munich Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 125080
ISIN: DE0005111702 WKN: 511170
On 25 September 2021, Pet Bidco GmbH (the "Bidder") decided to make a voluntary public takeover offer to the shareholders of zooplus AG (the "Company") for the acquisition of all no-par value bearer shares (auf den Inhaber lautende St?ckaktien) in the Company (ISIN: DE0005111702), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company (the "zooplus Shares"), against payment of a cash consideration of EUR 470.00 per zooplus Share (the "Takeover Offer").
The Bidder is a holding company indirectly held by investment funds which are managed and controlled by affiliates of EQT AB with registered seat in Stockholm, Sweden.
On 25 September 2021, the Bidder and the Company also entered into an investment agreement which contains the principal terms and conditions of the Takeover Offer, as well as the mutual intentions and understandings relating thereto.
The consummation of the Takeover Offer will be subject to certain conditions, which will include reaching a minimum acceptance threshold of 50% plus one share of the zooplus Shares, granting of merger control clearance and other customary conditions.
The Bidder does not intend to enter into a domination and/or profit and loss transfer agreement with the Company. In the investment agreement the Company has agreed in principle to support the Bidder's intention to pursue a potential delisting of the Company sometime following the consummation of the Takeover Offer.
The offer document (in German and a non-binding English translation) containing the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following clearance by the German Federal Financial Supervisory Authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht - BaFin) on the internet at the Bidder's website https://www.eqt-offer.com.
The Takeover Offer will be made subject to the terms and conditions set out in the offer document. However, the Bidder reserves the right, to the extent permissible by law, to deviate in the offer document from the above described parameters.
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 f?r 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.
Munich, 25 September 2021
Pet Bidco GmbH
25.09.2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Listed: Regulierter Markt Frankfurt (Prime Standard); Freiverkehr Berlin, D?sseldorf, Hamburg, Hannover, M?nchen, Stuttgart, Tradegate Exchange ? End of News DGAP News Service