Notice

On August 13, 2021, the US financial investor Hellman & Friedman LLC (hereinafter referred to as “Hellman & Friedman”) announced a voluntary public takeover offer for all shares in zooplus SE through Zorro Bidco S.à r.l.. The offer document for the takeover offer was published on September 14, 2021. In addition, the Swedish financial investor EQT AB (publ) (hereinafter referred to as “EQT”) announced a competing voluntary public takeover offer for all shares in zooplus SE through Pet Bidco GmbH on September 25, 2021, the offer document for which was published on October 6, 2021. After several increases in the offer prices by the two bidders, on October 25, 2021, Hellman & Friedman and EQT announced that they had entered into a partnership for an improved voluntary public takeover offer by the bidding company of Hellman & Friedman at an increased final offer price of EUR 480 per share of zooplus SE. On November 4, 2021, Hellman & Friedman announced that its voluntary public takeover offer to the company’s shareholders to acquire all of the company’s shares had reached the minimum acceptance threshold of 50% of all zooplus shares plus one zooplus share and that all offer conditions had therefore been met. On November 8, 2021, Hellman & Friedman announced a voluntary public delisting tender offer for all zooplus shares at a price of EUR 480 per zooplus share. On January 17, 2022, Hellman & Friedman announced that it had secured a total of around 97% of zooplus’ share capital based on the acceptance rate of the delisting offer plus the preceding public takeover offer. Upon the company’s application, the admission to trading of zooplus shares on the regulated market was revoked pursuant to Section 39 (2) sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz – BörsG) in conjunction with Section 46 (1) sentence 2 no. 1 of the Stock Exchange Regulations for the Frankfurt Stock Exchange (Bestimmungen der Börsenordnung der Frankfurter Wertpapierbörse – BörsO). The revocation became effective at the end of January 12, 2022. On this date, the inclusion of zooplus shares in the open market (Freiverkehr) of other stock exchanges was also terminated at the company’s request. As a result, zooplus SE is neither a listed nor a capital market-oriented company and therefore no longer a public interest entity. 

The Extraordinary General Meeting of the company on 22 December 2021 resolved on the conversion of zooplus AG into a European Company (Societas Europaea, SE) under the name “zooplus SE” by means of a change of legal form in accordance with Art. 2 para. 4 in conjunction with Art. 37 SE Regulation (SE-VO). The conversion into an SE became effective on February 23, 2022 by entry in the commercial register responsible for the company at the Local Court of Munich. The transformation of the company into the legal form of an SE was carried out while preserving the identity of the legal entity and does not entail the dissolution of the company or the formation of a new company. There were no personnel changes in the Executive Board and Supervisory Board as a result of the conversion.