BERLIN, Germany and MUNICH, Germany
• Voluntary public takeover offer with a price of EUR 46 per Scout24 share in cash
• Management Board and Supervisory Board welcome the offer
• Investment agreement regarding strategic partnership signed
Today, Scout24 AG (“Scout24”), a leading operator of digital marketplaces specializing in real estate and automotive sectors in Germany and other selected European countries, and Pulver BidCo GmbH (“BidCo”), a holding company jointly controlled by funds advised by Hellman & Friedman LLC and affiliates of The Blackstone Group L.P., have signed an investment agreement forming a strategic partnership. BidCo has announced to pursue a voluntary public takeover offer for all Scout24 shares with a price of EUR 46.00 per Scout24 share in cash (“Takeover Offer”).
The Takeover Offer implies an equity value of Scout24 of approximately EUR 4.9 billion and an enterprise value of approximately EUR 5.7 billion. The offer price represents:
• ca. 27.4% premium to the unaffected share price of EUR 36.1 on December 13, 2018
• ca. 24.4% premium to the unaffected 3-month-volume-weighted average share price of EUR 37.0
The Takeover Offer will be subject to a minimum acceptance threshold of 50% plus one share. Furthermore, the Takeover Offer will be subject to a market MAC (no decline of the DAX 30 by more than 27.5%) and other customary conditions, in particular merger control clearance.
Subject to the careful review of the offer document and their statutory fiduciary duties the Management Board and the Supervisory Board of Scout24 welcome and support the Takeover Offer and the strategic partnership given (i) the significant premium offered to shareholders and (ii) the favorable investment agreement signed today. Hellman & Friedman and Blackstone are value-add and trusted partners of Scout24 which share the long-term ambitions and strategy for the company with the Management Board. Both Scout24’s Management Board and Supervisory Board believe that the transaction is in the best interests of the company.
In compliance with their obligations under statutory law the Management Board and the Supervisory Board of Scout24 AG will release a reasoned statement regarding the Takeover Offer after receipt and review of the offer document. Furthermore, the members of the Management Board and the Supervisory Board, subject to applicable legal restrictions, have indicated that they will accept the Takeover Offer for shares in Scout24 AG held by them (if any).
Scout24 Chairman, Hans-Holger Albrecht, says: “We believe this is an attractive offer with a substantial premium, high transaction certainty and a strategic value-add for the company.” Commenting on the Takeover Offer, Tobias Hartmann, Scout24 CEO says: “Hellman & Friedman and Blackstone are known to Scout24 as trusted and long-term partners given their prior ownership and familiarity with the company. The terms of the offer represent an attractive opportunity for a highly strategic partnership that recognizes the quality of the Scout24 platform, its employees, customers and partners. I am delighted about our joint long-term vision and ambition to turn Scout24 into a leading European digital player.”
The offer document (once available) and other information relating to the public takeover offer will be made available by BidCo on the following website: www.scout24-offer.com.
Morgan Stanley as financial advisor and Allen & Overy as legal advisor are advising the Management Board of Scout24. Citigroup as financial advisor and Gleiss Lutz as legal advisor are advising the Supervisory Board of Scout24.
With our leading digital marketplaces ImmobilienScout24 and AutoScout24 in Germany and Europe, we inspire people to make the best decisions when it comes to finding a property or a car. Scout24 bundles individual additional services, such as creditworthiness information, the brokerage of relocation services or construction and car financing, in the Scout24 Consumer Services business unit. More than 1,200 employees work on the success of our products and services. We focus on our users and create a networked offering for housing and mobility. Scout24 AG is a listed stock corporation and is traded on the Frankfurt Stock Exchange (ISIN: DE000A12DM80, Ticker: G24). Scout24 has been listed in the MDAX since June 2018. Further information is available at www.scout24.com, on our Corporate Blog and Tech Blog or on Twitter and LinkedIn.
Vice President Communications & Marketing
Fon +49 30 24 301-0721
Vice President Investor Relations & Controlling
Fon +49 89 44456-3278
This document has been issued by Scout24 AG (the “Company” and, together with its direct and indirect subsidiaries, the “Group”) and does not constitute or form part of and should not be construed as any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision, nor does it constitute a recommendation regarding the securities of the Company or any present or future member of the Group.
We advise you that some of the information is based on statements by third parties, and that no reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or any of its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted by the Company or any of its directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.
The information contained in this release is subject to amendment, revision and updating. Certain statements, beliefs and opinions in this document are forward-looking, which reflect the Company’s or, as appropriate, senior management’s current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any information contained in this press release (including forward-looking statements), whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.
This document is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither this document nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any US person.
 The three months volume weighted average share price is calculated on the basis of daily Xetra closing share prices weighted by the daily trading volumes for the period ending on December 13, 2018.