Germany’s Zooplus receives €3bn US takeover bid

Munich-based Zooplus, one of Europe’s largest online pet supplies retailers, announced it received a €3 billion cash takeover offer from US private equity firm Hellman & Friedman (H&F).

The €390 per share offer for the German firm represented a premium of 40% to the Zooplus closing price on Thursday.

Zooplus shares rose 40% after the news of the offer to more than €391.

The company, which enjoyed rising online demand for pet supplies during the pandemic, said in a statement that both its management and supervisory boards welcomed the takeover offer from the San Francison investor and intend to recommend it to shareholders.

Zooplus said the deal will be subject to a minimum shareholder acceptance threshold of 50% plus one share and customary closing conditions including merger control and foreign investment clearances.

H&F has already signed irrevocable tender commitments for approximately 17% of Zooplus’ share capital, including management board members’ shareholdings and Maxburg Beteiligungen GmbH, a longstanding investor in Zooplus.

“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,” said Zooplus.

Zooplus CEO Cornelius Patt said: “With Hellman & Friedman, we gain additional sector expertise, hands-on support, financial flexibility and long-term focus needed to seize this unique market opportunity better and more effectively.

“We are convinced that the current market environment requires a clear focus on winning the category in the long run by prioritizing sustainable growth and value creating investments ahead of short- and mid- term earnings, a strategy fully backed by Hellman & Friedman.”

Karl-Heinz Holland, chairman of the supervisory board of Zooplus, said: “After having independently assessed different strategic options as well as the partnership and takeover offer by Hellman & Friedman with due care, both boards regard the transaction to be in the best interest of the company and its shareholders.

“Therefore, we welcome the strategic partnership with Hellman & Friedman and support the offer as we believe this transaction will significantly benefit our customers, partners and employees while delivering immediate value to our shareholders.”

Hellman & Friedman partner Stefan Goetz and director Adrien Motte said in a statement: “We are excited to partner with zooplus and to support the future development of the company.

“Hellman & Friedman is ideally positioned to help zooplus implement the necessary initiatives to adapt to an increasingly competitive market landscape with large generalist e-commerce platforms as well as omni-channel pet store chains striving for online market share.

“Our strategic partnership aims to enable the company to materially accelerate its pace of investment into key long-term value creation levers including a stronger value proposition for customers, a superior logistics and fulfilment infrastructure, new product and service innovations, and world-class talent practices.

“In addition, the offer affords shareholders an opportunity to realize a significant part of the envisaged long-term value creation immediately and upfront.”