H&F, EQT team up for final Zooplus offer

The sponsors are backing H&F’s Zorro Bidco. EQT intends to become a jointly controlling partner with equal governance rights in a parent of Zorro Bidco following settlement of the increased offer, according to a statement.

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. If the offer completes, the deal 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.

H&F and EQT said in a statement that the joint offer aims to resolve the previous deadlock in the process.

The offer remains subject to reaching its 50% plus one Zooplus share threshold but the Bidco has already obtained all regulatory clearance necessary for the increased offer to become wholly unconditional when the minimum acceptance threshold is reached. The offer has an acceptance period deadline of 3 November 2021, with settlement expected to take place by mid-November 2021.

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. The vehicle held a final close in April 2021 and generally deploys equity tickets in the EUR 150m-1bn range. The vehicle will be 65-70% deployed subject to the completion of the offer, EQT said in a statement at the time.
H&F matched EQT’s offer shortly afterwards, as reported.

The winner of the bidding war will not be the first sponsor 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.

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• Topics
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