zooplus announces voluntary public takeover offer by EQT at EUR 470 per share

Munich, September 25, 2021. zooplus, the leading European online pet platform, welcomes the voluntary public takeover offer by EQT, a global investment organization, at an offer price of EUR 470 per zooplus share in cash. This represents an EUR 10 increase compared to the voluntary public takeover offer published by Hellman & Friedman ("H&F") on September 14, 2021, and a 69 percent premium to the unaffected share price of zooplus as of August 12, 2021, the day before H&F announced such voluntary public takeover offer for the company.

The offer is proof of the Management Board's commitment to maximizing value for its shareholders while finding a financial and strategic partner to strengthen the company's competitive lead and to support its ambition to win the growing and fast-evolving European pet category in the long run. This will, among other things, require material investments into digital excellence, best-in-class logistics and a broad product and service choice, which will have adverse effects on the company's short- and mid-term profitability - a strategy which EQT has committed itself to.

Key Terms of the Offer
EQT's offer of EUR 470 per zooplus share in cash implies a diluted equity valuation of approximately EUR 3.6 billion. This represents a premium of 69 percent to the unaffected share price of zooplus as of August 12, 2021. The offer will be subject to a minimum acceptance threshold of 50 percent plus one share and customary closing conditions including merger control. EQT does not intend to enter into a domination and / or profit and loss transfer agreement with zooplus. In case of a successful closing of the offer, EQT intends to delist zooplus sometime following the closing.

Support of zooplus' strategy
With its track record in achieving sustainable growth, expanding market leadership positions and leveraging network effects for its portfolio companies, EQT has the financial strength and strategic expertise to support zooplus in strengthening its long-term leadership position. Both parties share the aim of creating long-term value for the benefit of zooplus' customers, partners, and employees and have signed an Investment Agreement. In this agreement, EQT has committed itself to support considerable growth investments by the company, zooplus' sustainable growth strategy, its pan-European footprint as well as its management and employees. EQT also supports that the corporate headquarters in Munich and all other material locations shall be maintained.

EQT is a purpose-driven global investment organization with more than EUR 71 billion in assets under management across 27 active funds. It has significant experience in the pet sector, with current and previous portfolio companies including IVC Evidensia, Europe's largest veterinary service provider, Bought By Many, a UK-based pet insurance provider, and the Nordic omni-channel pet appliances retailer Musti Group, which EQT has exited in 2020. EQT works with portfolio companies to achieve sustainable growth, operational excellence, and market leadership. Its portfolio also benefits from EQT's global network of industry advisors and inhouse digitalization teams, which have expert capabilities within e-commerce, digital business development, cybersecurity, and machine learning, among other things.

In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document (once available) and other information relating to the public takeover offer by EQT will be made available by EQT, following approval by the German Federal Financial Supervisory Authority (BaFin) on the following website: www.eqt-offer.com

After publication, the Management Board and Supervisory Board will carefully review the offer document in accordance with their legal obligations and submit a reasoned statement.
 

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: ir@zooplus.com | press@zooplus.com
Website: https://investors.zooplus.com

Finsbury Glover Hering
Tanja Dorr
Ludwigstraße 8
80539 Munich
Phone: +49 (0) 89 20 60 465-803
Mobile: +49 (0) 160 99 27 19 75
Email: tanja.dorr@fgh.com