va-Q-tec and EQT Private Equity agree strategic partnership

• va-Q-tec and EQT Private Equity enter into a Business Combination Agreement to unlock further growth opportunities for va-Q-tec through strategic partnership
• EQT Private Equity, supported by co-investors Mubadala and Cinven, announces voluntary public takeover offer to shareholders of va-Q-tec at an offer price of EUR 26.00 per share
• Shareholders benefit from a significant premium of 97.9% in relation to the volume-weighted average price of the va-Q-tec share over the past three months until 9. December 2022
• va-Q-tec gains a strategic and financially strong partner to support the company’s long-term development and growth
• The founding families will retain a significant stake in order to ensure further operational and strategic development in accordance with the intentions of va-Q-tec’s founders
• va-Q-tec has approved a 10% capital increase, which will be fully subscribed by EQT Private Equity upon completion of the takeover offer at the offer price
• Completion of the takeover offer is subject to standard market conditions, including a minimum acceptance rate of 62.5% and regulatory clearances, and is expected to occur by the second quarter of 2023

Würzburg, 14. December 2022: The Management Board of va-Q-tec AG (“va-Q-tec”) has today, as already indicated as being likely in the ad hoc announcement dated 9. December 2022, entered into a Business Combination Agreement with sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH) (the “Bidder”) and its sole shareholder, each controlled by the EQT X Fund (hereinafter together with the Bidder, “EQT Private Equity”), in relation to a voluntary public takeover offer by EQT Private Equity as well as the terms and conditions of a strategic partnership. EQT Private Equity has announced today that it intends, with the support of co-investors Mubadala Investment Company (“Mubadala”) and the Sixth Cinven Fund (“Cinven”), to submit a voluntary public takeover offer to the shareholders of va-Q-tec to acquire all no-par-value registered shares in 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. As part of the Business Combination Agreement, va-Q-tec and EQT Private Equity have further agreed on the key pillars of the transaction and their common understanding regarding va-Q-tec’s future development in the event that the takeover offer is successfully completed.

Dr. Joachim Kuhn, founder and CEO of va-Q-tec AG: “va-Q-tec’s success over the past two decades has been predicated on two core principles: a strong focus on innovation and a spirit of collaboration. EQT shares these values, with its foundation in the tradition of the Wallenberg family, where responsible ownership is a key principle. In EQT, we have found an entrepreneurial and financially strong partner that has built a reputation for working together with well-positioned medium-sized companies to drive sustainable growth. In the interests of our employees, customers and shareholders, we welcome the agreement with EQT.”

Matthias Wittkowski, Partner on the EQT Private Equity Advisory Team: “By partnering with va-Q-tec’s founders and Management and with the aim of taking the Company private, we are convinced that we can support va-Q-tec in reaching its full potential. EQT has a strong track record of successfully partnering with founding teams to secure long-term value creation and we look forward to working closely with the va-Q-tec Management to achieve this. One particularly exciting step on this joint journey is the combination of va-Q-tec with our portfolio company Envirotainer, which we believe has the potential to create a ‘one-stop-shop’ offering for customers needing mission critical pharma transport services.”

Strategic partnership with clear commitment to technology, sites and management

In the event of a successful completion of the takeover offer, the Business Combination Agreement provides for the combination of va-Q-tec’s service and systems business for the pharmaceutical sector with Envirotainer AB (“Envirotainer”), in which EQT Private Equity already holds an indirect majority interest. Envirotainer is a provider of active temperature control containers and a global leader in air transport solutions for temperature-sensitive pharmaceuticals, while va-Q-tec is a pioneer and leader in the complementary market segment for passive temperature chains. The combination is intended to merge the two companies’ strengths and create a more diverse and balanced portfolio. At the same time, with strategic and financial support from EQT Private Equity, va-Q-tec’s business in the thermal energy efficiency and thermal boxes area is to be further developed in the long term within an independent, new company (“va-Q-tec 2.0”) and is to be expanded to include new application possibilities for vacuum insulation technology. Among other objectives, in order to finance the further development and growth of the future va-Q-tec 2.0, va-Q-tec has today, simultaneously with the signing of the Business Combination Agreement, approved a cash capital increase from approved capital amounting to 10% of the share capital and without subscription rights. EQT Private Equity will subscribe for the entirety of this capital increase at the offer price upon completion of the takeover offer. In this context, the investment by EQT Private Equity and the planned combination between va-Q-tec and Envirotainer are in accordance with the vision of creating two independent groups of companies, each of which will assume an internationally leading role in their business area.

va-Q-tec’s success story to date reflects its committed workforce and the continuity of its founder-led Management Board. As a consequence, in order to leverage the opportunities offered by the partnership with EQT Private Equity and Envirotainer, all partners are also depending on va-Q-tec employees’ creativity and innovative capabilities as well as continuity on the va-Q-tec Management Board. Accordingly, EQT Private Equity has committed to va-Q-tec to safeguard the Würzburg headquarters and the site in Kölleda and to exclude compulsory redundancies for a period up to the end of 2024. va-Q-tec’s Management Board will also continue the business operations on an unchanged basis and the founding families will continue to hold substantial interests in both companies. Together with a strong partner, they look forward to ensuring operational and strategic further development in accordance with the va-Q-tec founders’ intentions.

Key points of the announced takeover offer

The Bidder intends to submit an offer to all va-Q-tec shareholders to purchase their va-Q-tec shares at a price of EUR 26.00 per share. This corresponds to a premium of 97.9% in relation to the volume-weighted average price of the va-Q-tec share over the past three months until 9. December 2022, the date on which the ad hoc announcement on the expected near-term conclusion of the combination agreement was published. A fairness opinion prepared by investment bank ParkView Partners concludes that the offer price is fair from a financial perspective.

The founding families of va-Q-tec AG have undertaken to contribute to the Bidder the majority of the va-Q-tec shares they hold (in total 3,464,635, corresponding to 25.8% of all va-Q-tec shares), and thereby remain invested in va-Q-tec together with EQT Private Equity. The takeover offer will include standard closing conditions and, in particular, a minimum acceptance level of 62.5% of all va-Q-tec shares currently in issue, which will also include the shares held by the founding families, and will be subject to the necessary regulatory clearances.

va-Q-tec’s Management Board and Supervisory boards welcome the planned strategic partnership and the combination and support the announced takeover offer, subject to the review of the offer document yet to be published by the Bidder. va-Q-tec’s Management and Supervisory boards will issue and publish the legally required reasoned statement on the takeover offer once the offer document has been published and reviewed carefully. The offer document and further notifications relating to the offer will be made available by the Bidder on the following website: www.offer-eqt.com. The precise deadline for acceptance of the takeover offer will also be published online. After completion of the takeover offer, among other things the Bidder intends to seek a delisting of va-Q-tec.

Investment bank ParkView Partners is acting as exclusive financial advisor and law firm Hogan Lovells is acting as legal advisor to va-Q-tec.

Important note

This press release does not constitute a statement by the Management Board or the Supervisory Board in relation to the announced offer. The Bidder’s offer document is solely binding for the offer itself.