Silver Lake agrees to de-list Zoopla parent ZPG for £2.2bn

Kenny Wastell
11 May 2018

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Silver Lake has reached an agreement with the board of UK-based ZPG, a group comprising online brands including Zoopla and uSwitch, over a ТЃ2.2bn take-private deal.

Formerly backed by Atlas Venture and Octopus Investments, Zoopla listed on the London stock exchange in June 2014 with a market cap of £918.8m.

Since then it has made a number of bolt-ons, including the acquisitions of LDC portfolio companies uSwitch for £160m in 2015 and Property Software Group (PSG) for £75m in 2016. PSG comprised Alto, Jupix, Vebra, Core, CFP, MyPropertyFile and MoveIT. ZPG most recently bolted on Hometrack for £120m in 2017.

The proposed deal values shares in the group at 490 pence apiece, equivalent to a 31% premium on their 375.2 pence closing price on 10 May 2018.

ZPG reported pro-forma adjusted EBITDA of £109m from revenues of £280m in September 2017, up from £40m and £80m respectively in 2014.

The group's directors are to unanimously recommend that shareholders vote in favour of the proposed deal, while Silver Lake has also received irrevocable undertakings from ZPG's largest shareholder – Daily Mail and General Trust – to vote in favour.

Together with the 1.16% shareholding owned by ZPG's directors, the GP has received irrevocable undertakings from shareholders with a combined 31.03% stake in the business.

ZPG currently owns a number of online brands that are designed to help consumers make decisions related to property and household bills. In addition to Zoopla, uSwitch, PSG and Hometrack, it owns PrimeLocation, Money, SmartNewHomes, Calcasa, TechnicWeb, Ravensworth and ExpertAgent.

Silver Lake is proposing to make "significant investments" in product development, new technology, and services, while it has also identified potential acquisition targets in the UK and other countries.

Credit Suisse, Goldman Sachs, Jefferies International and Freshfields Bruckhaus Deringer are advising ZPG on the proposed transaction, while Robey Warshaw, Connaught, Brunswick Group and Simpson Thacher & Bartlett are advising Silver Lake.