-Together with va-Q-tec’s management team, EQT Private Equity and co-investors Mubadala and Cinven believe they can establish a global competitive force in high-performance thermal insulation and, via a combination with their portfolio company Envirotainer, a one-stop-shop offering for customers needing mission critical pharma transport services
- The Bidder has committed to investing in va-Q-tec’s further growth through a capital increase announced by the Company
- The Bidder intends to enter into a domination and profit and loss transfer agreement with va-Q-tec and to pursue a delisting of the Company
Frankfurt, 17 February 2023 – Fahrenheit AcquiCo GmbH (the “Bidder”), a holding company controlled by the EQT X fund (“EQT Private Equity”), supported by co-investors Mubadala Investment Company PJSC (“Mubadala”) and the Sixth Cinven Fund (“Cinven”), has exceeded the minimum acceptance threshold of 62.5 percent of all issued shares for its voluntary public takeover for va-Q-tec AG (“va-Q-tec” or the “Company”; ISIN: DE0006636681) (the “Takeover Offer”), securing more than 70 percent of all issued shares including the shares held by va‑Q‑tec’s founding families. The final result of the initial acceptance period will be announced on 21 February 2023.
Shareholders of va-Q-tec that have not yet accepted the Takeover Offer can tender their shares during the additional acceptance period for EUR 26.00 per share in cash. The additional acceptance period is expected to commence on 22 February 2023 and end at midnight (CET) on 7 March 2023.
Matthias Wittkowski, Partner within EQT Private Equity’s Advisory Team, said: “We are excited to be partnering with va-Q-tec’s management team to support the Company on achieving its full potential as a private company. Together, we aim on establishing a global force in high-performance thermal insulation and, via a combination with our portfolio company Envirotainer, a one-stop-shop offering for customers needing mission critical pharma transport services. We are pleased that this growth strategy has received the support of va-Q-tec’s shareholders and look forward to working with the Company’s management team and our co-investors to support va-Q-tec on delivering accelerated, sustainable growth.”
Dr. Joachim Kuhn, founder and CEO of va-Q-tec, said: “The Management Board and the founding families, who remain invested, are very pleased that the plans for the future with EQT have received such broad support from the shareholders by accepting the takeover offer. In EQT we gain a financially strong and entrepreneurial partner which shares our vision and supports the company’s long-term development and growth. This is very good news for va-Q-tec as a company, for our workforce, for the regions of both Würzburg and Kölleda in Thuringia, as well as for our ten subsidiaries all over the world.”
Background to the offer
EQT Private Equity, supported by co-investors Mubadala and Cinven, launched the Takeover Offer for va-Q-tec, a premium provider of thermal energy efficiency and temperature-controlled supply chain solutions, on 16 January 2023. The Takeover Offer, which was recommended by the management and supervisory boards of va-Q-tec in the boards’ joint reasoned statement, is made in partnership with the founding families around Dr. Joachim Kuhn, va-Q-tec’s founder and CEO, and Dr. Roland Caps, founder and former Head of Research and Development. Together the founding families hold approximately 26 percent of the Company’s current share capital and agreed to participate in the transaction by reinvesting a majority of their current participation.
Having reached the minimum acceptance threshold, EQT Private Equity and the co-investors look forward to strategically enabling va-Q-tec to realize its full potential. Together with the va-Q-tec management team, they will focus on growing va-Q-tec’s multi-end market products business, thereby doubling down on the Company’s historically core USP in thermal energy efficiency to establish a global player in high-performance thermal insulation. Additionally, the group plans to combine va-Q-tec’s pharma-focused business and EQT Private Equity, Mubadala and Cinven-owned Envirotainer to create a one-stop-shop product offering that the Bidder and va-Q-tec believe will be well suited to servicing customer demands for mission critical temperature-controlled supply chain solutions for pharmaceuticals. As part of the transaction, the Bidder also has committed to investing in va-Q-tec’s further growth through a capital increase announced by the Company.
The Takeover Offer is based on a Business Combination Agreement entered into by the Bidder and the Company on 13 December 2022 that underscores the partnership approach, responsible nature of the Takeover Offer, and focus on maintaining the entrepreneurial spirit of the Company to ensure it delivers accelerated and sustainable growth. It also governs the envisaged combination of va-Q-tec’s pharma-focused business with Envirotainer.
Closing of the Takeover Offer, which remains subject to receipt of the requisite merger control clearances, is currently expected to occur by Q2 2023. Following closing of the Takeover Offer, the Bidder intends to enter into a domination and profit and loss transfer agreement with va-Q-tec and to pursue a delisting of the Company.
With this acquisition, EQT X (target fund size of EUR 20.0 billion and hard cap of EUR 21.5 billion) is expected to be 10-15 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on its target fund size, subject to customary regulatory approvals.
EQT Private Equity is supported by UBS Europe SE as its sole financial advisor and by Milbank as legal advisor. Mubadala is supported by Cleary Gottlieb as legal advisor.
Having reached the minimum acceptance threshold, EQT Private Equity and the co-investors look forward to strategically enabling va-Q-tec to realize its full potential. Together with the va-Q-tec management team, they will focus on growing va-Q-tec’s multi-end market products business, thereby doubling down on the Company’s historically core USP in thermal energy efficiency to establish a global player in high-performance thermal insulation. Additionally, the group plans to combine va-Q-tec’s pharma-focused business and EQT Private Equity, Mubadala and Cinven-owned Envirotainer to create a one-stop-shop product offering that the Bidder and va-Q-tec believe will be well suited to servicing customer demands for mission critical temperature-controlled supply chain solutions for pharmaceuticals. As part of the transaction, the Bidder also has committed to investing in va-Q-tec’s further growth through a capital increase announced by the Company.
The Takeover Offer is based on a Business Combination Agreement entered into by the Bidder and the Company on 13 December 2022 that underscores the partnership approach, responsible nature of the Takeover Offer, and focus on maintaining the entrepreneurial spirit of the Company to ensure it delivers accelerated and sustainable growth. It also governs the envisaged combination of va-Q-tec’s pharma-focused business with Envirotainer.
Closing of the Takeover Offer, which remains subject to receipt of the requisite merger control clearances, is currently expected to occur by Q2 2023. Following closing of the Takeover Offer, the Bidder intends to enter into a domination and profit and loss transfer agreement with va-Q-tec and to pursue a delisting of the Company.
With this acquisition, EQT X (target fund size of EUR 20.0 billion and hard cap of EUR 21.5 billion) is expected to be 10-15 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on its target fund size, subject to customary regulatory approvals.
EQT Private Equity is supported by UBS Europe SE as its sole financial advisor and by Milbank as legal advisor. Mubadala is supported by Cleary Gottlieb as legal advisor.
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