DGAP-News: zooplus boards recommend shareholders to accept the delisting tender offer by H&F with support of EQT at EUR 480 per share

zooplus boards recommend shareholders to accept the delisting tender offer by H&F with support of EQT at EUR 480 per share

• Acceptance period expires on January 12, 2022, 24:00 hrs CET
• Offer price of EUR 480 per share represents a significant premium of 85 percent compared to the unaffected 3-months VWAP
• Delisting tender offer has no (closing) conditions
• Zorro Bidco already holds 89.94 percent in zooplus shares after previous voluntary public takeover offer

Munich, December 1, 2021 - The Management Board and the Supervisory Board of zooplus, the leading European online pet platform, today announced in their joint reasoned statement that they recommend the remaining zooplus shareholders to accept the delisting tender offer by Hellman & Friedman ("H&F") with support of its partner EQT Private Equity ("EQT") at a cash consideration of EUR 480 per share. The acceptance period for the delisting tender offer will expire on January 12, 2022, 24:00 hrs CET and is not subject to any (closing) conditions. On the basis of the delisting tender offer, zooplus will apply for the revocation of the admission of the zooplus shares to trading on the regulated market of the Frankfurt Stock Exchange (delisting). The delisting is expected to become effective as of the expiry of the acceptance period on January 12, 2022, 24:00 hrs CET.

"We support the delisting tender offer by H&F in partnership with EQT as we fully acknowledge the advantages of operating as a private company in order to successfully execute on our long-term strategy. We have the clear ambition to use our pole position in the European pet space to win the category in the long run. This, however, requires a clear focus on substantial investments into growth instead of short- and mid-term earnings. Therefore, the Management Board and Supervisory Board of zooplus recommend to accept the delisting tender offer by Zorro Bidco to all remaining shareholders, as it is highly attractive in financial terms and it clearly is in the best interest of the company, its employees and stakeholders", says Dr. Cornelius Patt, CEO of zooplus.

"The acceptance rate of almost 90 percent after the additional acceptance period for the previous voluntary public takeover offer by Zorro Bidco is a clear signal that a huge majority of our former shareholders share our conviction that EUR 480 per share is a highly attractive offer price and that the strategic partnership with H&F and EQT is in the best interest of zooplus. With the fast and attractive delisting tender offer, we provide clarity for all employees and business partners - and for all zooplus shareholders who have not tendered their shares yet. This is why we as the Supervisory Board support the delisting offer and recommend to all remaining shareholders to tender their shares until January 12, 2022", says Karl-Heinz Holland, Chairman of the Supervisory Board.

The cash consideration of EUR 480 per share represents a significant premium of 85 percent compared to the unaffected 3-months VWAP of the zooplus shares as of August 12, 2021 (the last trading day prior to the publication of the decision to make the previous voluntary public takeover offer by H&F) and is therefore highly attractive.

Delisting
Once the delisting becomes effective, trading of the zooplus shares will end on the regulated market of the Frankfurt Stock Exchange and the Berlin Stock Exchange (subsegment Berlin Second Regulated Market), on XETRA (the electronic trading system of the Frankfurt Stock Exchange) as well as on the open market of the stock exchanges in Dusseldorf, Hamburg, Hannover, Munich and Stuttgart and via Tradegate Exchange. The delisting may detrimentally affect the ability to trade zooplus shares and it cannot be ruled out that it will adversely affect the stock exchange price of zooplus shares in the future.

Shareholders who want to accept the delisting tender offer have to submit a declaration of acceptance to their custodian bank for the delisting 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 DE000A3MQB89.

You can find the joint reasoned statement of the Management Board and the Supervisory Board on our Investor Relations website: https://investors.zooplus.com/en/investor-relations/

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
Mobile: +49 (0) 160 99 27 19 75
Email: tanja.dorr@fgh.com