zooplus, an european online pet platform, and Hellman & Friedman (H&F), have signed an Investment Agreement to enter into a Strategic Partnership aimed at strengthening zooplus’ long-term leadership position in the growing and fast-evolving European pet category.
As the category is experiencing rising customer expectations as well as an increasingly competitive landscape, H&F will help zooplus to implement substantial growth-oriented investments, while acknowledging the resulting adverse short- and mid-term impact on profitability and cash flows. With H&F as a strategic and financial partner, zooplus will gain additional sector expertise, hands-on support, the financial firepower, and a stable ownership structure to expand its competitive lead and secure sustainable long-term growth. To this end, H&F announced a voluntary public takeover for all zooplus shares at an offer price of EUR 390 per share in cash.
Key terms of the offer
H&F intends to offer zooplus shareholders EUR 390 per share in cash implying a diluted equity valuation of approx. EUR 3 billion. This represents a premium of 50 percent to the three-month volume-weighted average share price and a premium of 40 percent to the closing share price of August 12, 2021. Given zooplus’ strong share price development over the last 12 months, the offer price is also 34 percent above its all-time closing high. The offer thus provides zooplus’ shareholders an opportunity to realize a significant part of the expected long-term value creation immediately and upfront. It will be subject to a minimum acceptance threshold of 50 percent plus one share and customary closing conditions including merger control and foreign investment clearances. H&F will fund the offer entirely with equity and does not intend to enter into a domination and/or profit and loss transfer agreement with zooplus.
Fully seizing long-term growth opportunities arising from an inflection point in the European pet market
As online pet platform in all major European markets with a large and loyal customer base, zooplus is well positioned to benefit from a market driven by increasing pet ownership, humanization of pets, the premiumization of pet food and supplies, and a continued shift to online – a transformation, which is advancing at a fast pace, taking pet e-commerce to mainstream in the next years. In addition, rising customer needs and a changing competitive landscape will require major investments into customer experience as well as the development of innovative products and services in order to gain further market shares and maintain the competitive edge in the long-term.
