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Public delisting tender offer by Zorro Bidco S.à r.l. to the shareholders of
You have entered the website which Zorro Bidco S.à r.l. has designated for the publication of documents and information in connection with the public delisting tender offer to acquire all shares of zooplus AG.
Shareholders of zooplus AG are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the public delisting tender offer.
Important Legal Information
On 8 November 2021, Zorro Bidco S.à r.l. (the "Bidder") published its decision to offer to the shareholders of zooplus AG (the "zooplus-Shareholders") to acquire all shares in zooplus AG not directly held by the Bidder by way of a public delisting tender offer (the "Delisting Tender Offer"). On 24 November 2021, the Bidder has published the offer document after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) as well as further information relating to the Delisting Tender Offer.
On the following pages you will find the publication of the decision to make the Delisting Tender Offer in accordance with Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") in conjunction with Section 39 of the German Stock Exchange Act (Börsengesetz, "BörsG"), dated 8 November 2021, as well as the offer document dated 24 November 2021, press releases and other information regarding the Delisting Tender Offer. All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung), the BörsG and other applicable laws in connection with the Delisting Tender Offer. The Delisting Tender Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Delisting Tender Offer has not been submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator.
zooplus-Shareholders resident in the United States of America ("United States") should note that the Delisting Tender Offer is made in respect of securities of a company which is a foreign private issuer as defined by Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the shares of which are not registered under Section 12 of the Exchange Act. The Delisting Tender Offer is made with respect to United States holders of zooplus AG shares in reliance on the so-called “Tier II” exemption. The so-called Tier II exemption permits a bidder to satisfy certain United States substantive and procedural Exchange Act rules governing offers by complying with home jurisdiction law or practice and exempts the bidder from compliance with certain other such rules. As a result, the Delisting Tender Offer is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Delisting Tender Offer is subject to the US securities laws, such laws only apply with respect to United States holders of zooplus AG shares and no other person has any claims under such laws.
If you are resident in a country outside of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since zooplus AG is incorporated in Germany and some or all of its officers and directors may be residents of a country other than your country of residency. You may not be able to sue, in a court in your country of residency, a foreign company or its officers or directors for violations of the laws of your country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in your country of residency.
The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Delisting Tender Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Delisting Tender Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.
An offer to acquire zooplus AG shares is made solely pursuant to the terms of the Delisting Tender Offer. Further, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in zooplus AG and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms of the Delisting Tender Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms of the Delisting Tender Offer to the extent permitted by law.
I hereby confirm that I have read the above legal notices and information.