Prospectively near-term conclusion of a Business Combination Agreement with EQT Private Equity and approval of a cash capital increase without subscription rights of approx. 10%
va-Q-tec AG / Key word(s): Agreement/Offer
va-Q-tec AG: Prospectively near-term conclusion of a Business Combination Agreement with EQT Private Equity and approval of a cash capital increase without subscription rights of approx. 10%
09-Dec-2022 / 17:34 CET/CEST
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va-Q-tec AG: Prospectively near-term conclusion of a Business Combination Agreement with EQT Private Equity and approval of a cash capital increase without subscription rights in the amount of approximately 10% of the share capital
Würzburg, 09. December 2022. The Management Board of va-Q-tec AG (“va-Q-tec”) is prospectively about to enter into a Business Combination Agreement with sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH) (the “Bidder”) and its sole shareholder, both of which are controlled by the EQT X Fund (hereinafter together with Bidder “EQT Private Equity”), in order to support the company’s long-term growth by way of a strategic partnership. In this context, EQT Private Equity is prospectively about to announce that it intends to submit a voluntary public takeover offer (“Takeover Offer”) to the shareholders of va-Q-tec to acquire all no-par-value registered shares of va-Q-tec AG (ISIN DE0006636681 / WKN 663668) (“va-Q-tec Shares”) against payment of a cash consideration in the amount of EUR 26.00 per va-Q-tec Share. The prospective near-term announcement of the Takeover Offer by EQT Private Equity would correspond to a premium of 103.6% in relation to the volume-weighted average price of the va-Q-tec share over the past three months prior to today’s announcement.
In the Business Combination Agreement, va-Q-tec and EQT Private Equity intend to agree on the terms of the Takeover Offer. Subject to, inter alia, the review of the offer document still to be published by EQT Private Equity, va-Q-tec’s Management and Supervisory boards intend to support the Takeover Offer. The Business Combination Agreement, if successful, would provide that EQT Private Equity combine va-Q-tec’s service and systems business for the pharmaceutical industry with one of its portfolio companies, Envirotainer AB (“Envirotainer”), in which EQT Private Equity already holds an indirect majority interest, and develop va-Q-tec’s thermal energy efficiency and thermal box business within a separate, new company over the long term. Furthermore, EQT Private Equity intends to pursue a potential delisting va-Q-tec.
The Takeover Offer is to contain standard closing conditions, in particular a minimum acceptance rate of 62.5% of the existing share capital and is to be subject to regulatory approvals. The founding families of va-Q-tec AG hold in aggregate 3,464,635 va-Q-tec shares, corresponding to 25.8% of all va-Q-tec shares, which would be attributed to the Bidder and counted towards the minimum acceptance rate. The founding families of va-Q-tec AG intend to undertake to contribute the majority of the va-Q-tec shares they hold, and to remain invested in va-Q-tec together with EQT Private Equity.
In connection with the prospectively near-term conclusion of the Business Combination Agreement with EQT Private Equity, va-Q-tec’s Management Board intends to pass a resolution, with Supervisory Board consent, to increase the company’s share capital by approximately 10% against cash capital contributions, making partial use of the Approved Capital 2022/1 and excluding subscription rights (the “Capital Increase”). In this context, the implementation of the Capital Increase would be subject to the completion of the Takeover Offer. Upon completion of the Takeover Offer, EQT Private Equity would subscribe for the new shares at a price of EUR 26.00 per share. Following the implementation of the Capital Increase, the share capital of va-Q-tec would thereby increase by EUR 1,341,500, from EUR 13,415,000.00 to EUR 14,756,500. The proceeds of EUR 34,879,000 from the Capital Increase are to be deployed in order to finance, among other objectives, va-Q-tec’s further growth.
In connection with the prospectively near-term conclusion of the Business Combination Agreement, the Bidder also intends to submit to the va-Q-tec Management Board a request to initiate negotiations for the conclusion of a domination and profit and loss transfer agreement following the completion of the Takeover Offer.
Pursuant to their statutory obligations, once the Bidder has published the Offer Document, the Management and Supervisory boards of va-Q-tec AG would issue and publish a reasoned opinion concerning the Takeover Offer.
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va-Q-tec is a pioneer in highly efficient products and solutions in the area of thermal insulation and TempChain logistics. The company develops, produces and markets highly efficient and consequently thin vacuum insulation panels (VIPs), as well as phase change materials (PCMs) for reliable and energy-efficient temperature controlling. With this key thermal technology, va-Q-tec produces passive thermal packaging systems (containers and boxes) which can maintain constant temperatures, depending on type, for up to 200 hours without external energy input. In order to implement temperature-sensitive logistics chains, va-Q-tec – within a global partner network – operates a fleet of rental containers and boxes meeting demanding thermal protection standards. Along with Healthcare & Logistics as the main market, va-Q-tec addresses the following further markets: Appliances & Food, Technics & Industry, Building, and Mobility. The high-growth company, which was founded in 2001, is based in Würzburg, Germany.
Further information: www.va-q-tec.com
Follow va-Q-tec on Twitter: @vaQtec, LinkedIn: linkedin.com/company/va-Q-tec
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