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Zooplus takeover to go ahead as 80% threshold is met

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Private equity firms Hellman & Friedman (H&F) and EQT have said they will proceed with a delisting tender offer for German online pet supplies retailer Zooplus after their voluntary takeover has been accepted by shareholders representing more than 80% of shares.

With their increased offer of EUR 480 per share having been accepted for around 82% of the total share capital, including irrevocable tender commitments concluded for around 17%, the GPs will proceed with the delisting.

H&F and EQT teamed up for a joint final offer for the pet products retailer in late October, amounting to a EUR 3.7bn valuation. The sponsors said in a statement that the joint offer aimed to resolve the previous deadlock in the process.

H&F made its first voluntary public takeover offer for Zooplus on 13 August 2021, offering EUR 390 per share for a valuation of EUR 3bn. The GP increased its offer to EUR 460 per share on 13 September, this time valuing the company at EUR 3.29bn, as reported. 

Zooplus first confirmed that it was in talks with EQT on 2 September. The company also confirmed that it was in talks with KKR on 7 September, but the GP subsequently announced that KKR had left the bidding process after H&F's second offer on 15 September, as reported.

EQT published its offer documentation on 6 October, having first announced its offer at the end of September 2021, as reported. The GP made its offer via its Pet BidCo holding company, which is owned by its EUR 15.6bn EQT IX fund. H&F matched EQT's offer shortly afterwards, as reported.

EQT and H&F will not be the first sponsors to own a stake in Zooplus. Germany-headquartered Maxburg Capital Partners is a shareholder in the company; a co-founding managing partner of the investment firm, Florian Seubert, was also a co-founder of Zooplus and served as its CFO until 2013. AdCapital and Zouk Ventures held stakes in the business prior to its IPO in 2008, according to Unquote Data.

Munich-headquartered Zooplus sells pet products including food, toys, beds and cages via its online platform, serving customers in 30 European countries. The company was founded in 1999 and listed on the Frankfurt Stock Exchange in 2008. At the time of its listing, Zooplus posted turnover of around EUR 55m.

According to its latest annual report, Zooplus posted EUR 1.8bn in revenues and EBITDA of EUR 63.3m in 2020, versus revenues of EUR 1.5bn and EBITDA of EUR 11.8m in 2019. Zooplus employed 768 staff in 2020, versus 713 in 2019, according to the same report. The company said in a press release issued in August that its H1 2021 revenues had exceeded EUR 1bn, versus EUR 862.5m in H1 2020.

Large-cap take-privates have been scarce in Germany in recent years, aside from Bain and Cinven's EUR 5.6bn buyout of Stada Arzeinmittel in 2017 and KKR's EUR 6.9bn acquisition of Axel Springer in 2019. When the Zooplus deal completes, it will be the fourth largest private-equity-backed take-private in Germany since Unquote Data's records began, and the third largest over the past five years.

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