zooplus SE

Final offer for zooplus by H&F with support of EQT to expire in 40 hours

• As acceptance period expires on November 3, 2021, 24:00 hrs CET, shareholders are strongly encouraged to tender now
• Acceptance rate currently at approx. 26%
• Shareholders will only benefit from significant premium of 85% if minimum acceptance threshold of 50% plus one zooplus share is reached
• Shareholders wishing to accept the offer, have to tender into Zorro Bidco's offer (ISIN DE000A3E5DK9)
• Immediate first settlement if offer is successful as all regulatory clearances are already obtained
• zooplus boards strongly recommend shareholders to accept the takeover offer

Munich, November 2, 2021 - zooplus, the leading European online pet platform, would like to remind its shareholders that the acceptance period for the final offer of Hellman & Friedman ("H&F") with support of its partner EQT Private Equity ("EQT") at a cash consideration of EUR 480 per share will expire on November 3, 2021, 24:00 hrs CET. zooplus shareholders will only benefit from the significant premium, if the minimum acceptance threshold of 50 percent plus one zooplus share is reached by November 3, 2021, 24:00 hrs CET. Otherwise, the offer will fail without any further acceptance opportunity. As of November 1, 2021, 18 hrs CET, the acceptance rate is at approximately 26 percent (including the irrevocable tender commitments of approx. 17 percent of the share capital). zooplus shareholders who wish to accept the offer, have to tender their shares into Zorro Bidco's offer (ISIN DE000A3E5DK9).

If the minimum acceptance threshold is reached, the first settlement and payout will happen within ten banking days after the publication of the tender results (and no later than on November 22, 2021) as Zorro Bidco S.à r.l., the investment vehicle controlled by H&F, has already obtained all necessary merger control and foreign regulatory clearances.

The cash consideration of EUR 480 per zooplus share represents a significant premium of 85 percent to the unaffected 3-months VWAP of zooplus as of August 12, 2021, the day before H&F announced its voluntary public takeover offer for zooplus. This is especially attractive against the backdrop of a more challenging stock market environment for e-commerce companies in which many peers have traded down since the launch of the offer by Zorro Bidco.

Recommendation to shareholders
The Management and Supervisory Boards of zooplus consider the offer to be in the best interest of the company and highly attractive to shareholders. Both boards hence strongly recommend zooplus shareholders to accept the takeover offer by Zorro Bidco prior to its expiry on November 3, 2021, 24:00 hrs CET.

Important technical note
Shareholders who want to accept the offer have to submit a declaration of acceptance to their custodian bank for the takeover offer by Zorro Bidco and to instruct their custodian bank to effect the booking of their zooplus shares, for which they wish to accept the offer, into the ISIN DE000A3E5DK9. Only the offer by Zorro Bidco offers the consideration of EUR 480 per share. The concurrent takeover offer by Pet BidCo GmbH (ISIN DE000A3E5E48) offers a lower consideration of EUR 470 per share, will not be amended any further and is expected to lapse (as communicated to the company).

Company profile:
zooplus AG is the leading online pet platform in Europe measured by sales. Founded as a German start-up in 1999, the company's business model has been successfully launched internationally, dedicated to the mission of creating moments of happiness between pets and pet parents across now 30 European countries. With a large and relevant product offering in the pet food and pet care & accessories range, zooplus caters to more than 8 million pet parents across Europe of which more than 5 million made more than two orders in 2020. The product range includes renowned international brands, popular local brand names as well as high-quality, exclusive own brand lines for pet food, accessories, care products, toys and much else for dogs, cats, birds, hamsters, horses and many other furry and non-furry friends. In addition, zooplus customers benefit from exclusive loyalty programs, best value for money proposition, fast and reliable delivery as well as a seamless digital shopping experience, combined with a variety of interactive content and community offerings. Sales totalled more than EUR 1.8bn in the 2020 financial year, capturing roughly 7% of the around EUR 28bn to EUR 29bn (net) European pet supplies market, both offline and online combined.

For further information about zooplus, please visit investors.zooplus.com or our international shop site at zooplus.com.

Press / Investor relations contact:
zooplus AG
Diana Apostol
Sonnenstraße 15
80331 Munich
Phone: + 49 (0) 89 95006-210
Fax: + 49 (0) 89 95006-503
Email: ir@zooplus.com | press@zooplus.com
Website: https://investors.zooplus.com

Finsbury Glover Hering
Tanja Dorr
Ludwigstraße 8
80539 Munich
Mobile: +49 (0) 160 99 27 19 75
Email: tanja.dorr@fgh.com