– Offer represents a premium of 27 percent to Scout24’s unaffected share price
– Offer subject to a minimum acceptance threshold of 50 percent plus one share
– Hellman & Friedman, Blackstone and Scout24 have signed an investment agreement as part of a strategic partnership; transaction supported by Management Board and Supervisory BoardMunich, 15 February 2019 – Pulver BidCo GmbH, a holding company jointly controlled by funds advised by Hellman & Friedman LLC (“Hellman & Friedman” or “H&F”) and affiliates of The Blackstone Group L.P. (“Blackstone”), today announced its decision to make a voluntary public tender offer to the shareholders of Scout24 AG (“Scout24” or the “Company”) (ISIN DE000A12DM80).Under the terms and conditions of the voluntary public tender offer, Scout24’s shareholders will receive EUR 46.00 per share in cash. This corresponds to a premium of 27 percent to the last unaffected share price of EUR 36.10 on 13 December 2018. The offer price represents a multiple of 2019e cash flow of approximately 28x, and puts a total equity value of EUR 4.9 billion and a total enterprise value of EUR 5.7 billion1 on the Company.
The completion of the offer will be subject to a minimum acceptance threshold of 50 percent plus one share and to certain customary conditions such as granting of merger control clearance. The transaction structure contains no financing or legal requirements to implement a domination agreement.
The terms and conditions of the voluntary public tender offer have been agreed in an Investment Agreement between H&F, Blackstone and Scout24. Both Scout24’s Management Board and Supervisory Board support the offer and believe that the transaction is in the best interest of the Company.
“We are very excited by the opportunity to re-engage with Scout24 and help the company build upon the historical success that we achieved together. We are strong believers in Scout24’s consumer-centric focus and look forward to working in close partnership with their agent and dealer customers to offer value-added marketing propositions as they continue to digitalise their business models,” said Blake Kleinman, Partner of Hellman & Friedman.
Patrick Healy, CEO of Hellman & Friedman, added: “We have known Scout24 for many years. We thank Hans-Holger Albrecht and the Supervisory Board as well as Tobias Hartmann and the entire Scout24 Management Board for their trust in entering a new partnership for the next phase of growth.”
“A majority shareholding by H&F and Blackstone will provide Scout24 with the stability needed to address future opportunities. Whilst Scout24 has an outstanding competitive position, it is now at an inflection point facing complex challenges including a dynamic market place and pending regulatory changes,” said Robert Reid, Senior Managing Director at Blackstone.
“Our offer provides full value to shareholders. We look forward to supporting the company in its next phase of development,” said Juergen Pinker, Senior Managing Director at Blackstone.
Under H&F and Blackstone’s previous ownership, Scout24 successfully transitioned into a leading European classifieds platform and enhanced its engagement with customers and consumers. Today, Scout24 is at an important juncture with pending regulatory changes and an increasingly dynamic competitive landscape. The Company will benefit from the stability and the support of a long-term anchor shareholder. H&F and Blackstone are fully committed to make the necessary investments in people, products and technology, and to support the Management Board in turning its strategic vision into reality.
With the support of H&F and Blackstone, Scout24 will be able to further strengthen its value proposition for its customers, seize long-term growth opportunities and retain its reputation as a highly attractive employer.
H&F and Blackstone are supported by J.P. Morgan as sole financial advisor and Freshfields Bruckhaus Deringer and Latham & Watkins as legal advisors.
The public tender offer will be made on and subject to the terms and conditions set out in the offer document that is expected to be published in March 2019. The terms and conditions of the voluntary public takeover offer will be published in the offer document, publication of which is subject to permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such permission by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) and the acceptance period of the voluntary public takeover offer will commence. The offer document (once available) and other information relating to the public takeover offer will be made available on the following website: www.scout24-offer.com
About Hellman & Friedman LLC
Hellman & Friedman is a leading private equity investment firm with offices in San Francisco, New York, and London. Since its founding in 1984, H&F has raised over $50 billion of committed capital. The firm focuses on investing in outstanding business franchises and serving as a value-added partner to management in select industries including financial services, business & information services, software, healthcare, internet & media, retail & consumer, and industrials & energy. For more information, please visit www.hf.com.
Blackstone is one of the world’s leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our asset management businesses, with $472 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.
For further information, please contact:
Felix Schönauer HSC +49 160 986 048 62
Andrew Dowler Greenbrook +44 20 7952 2000
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. The definite terms and conditions of the public takeover offer, as well as further provisions concerning the public takeover offer, will be published in the offer document only after the German Federal Financial Supervisory Authority (BaFin) has granted permission to publish the offer document. The public takeover offer for shares in the Company has not yet commenced. Investors and holders of shares in the Company are strongly advised to read the offer document and all other relevant documents regarding the public takeover offer when they become available, since they will contain important information.
The public takeover offer will at a later time be issued exclusively under the laws of the Federal Republic of Germany, in particular according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and certain applicable provisions of U.S. securities law. The public takeover offer documentation will additionally be published at www.scout24-offer.com. Any contract that is concluded on the basis of the public takeover offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
To the extent permissible under applicable law or regulation, Pulver BidCo GmbH and its affiliates or brokers (acting as agents for Pulver BidCo GmbH or its affiliates, as applicable) may from time to time before, during or after the period in which the public takeover offer remains open for acceptance, and other than pursuant to the public takeover offer, directly or indirectly purchase, or arrange to purchase, shares of the Company, that may be the subject of the public takeover offer, or any securities that are convertible into, exchangeable for or exercisable for shares of the Company. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the U.S. Securities Exchange Act to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to Pulver BidCo GmbH may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.