EQT Private Equity announces voluntary takeover offer for va-Q-tec AG in partnership with va-Q-tec’s founders

• EQT Private Equity has partnered with the va-Q-tec founding families around Dr. Joachim Kuhn and Dr. Roland Caps, which together hold approximately 26 percent in the company’s current share capital
• With the takeover offer, supported by co-investors Mubadala and Cinven, EQT Private Equity aims to accelerate growth across all of va-Q-tec’s business lines, including through a combination of va-Q-tec’s pharma-focused business and EQT Private Equity, Mubadala and Cinven-owned Envirotainer, which the Bidder and va-Q-tec believe would be well suited to serving customer demands for temperature-controlled supply chain solutions for pharmaceuticals
• Underscoring the partnership approach, the Bidder and va-Q-tec have entered into a Business Combination Agreement and both Management and Supervisory Board of va-Q-tec welcome the offer
• Attractive offer price of EUR 26.00 per va-Q-tec share, a premium of 98 percent to the unaffected 3-months-VWAP as of (and including) 9 December 2022
• The transaction is underpinned by the belief that the full potential of va-Q-tec can best be achieved as a private company, allowing the company to focus on its long-term growth strategy
• The Bidder has committed to investing in va-Q-tec’s further growth through a capital increase announced by va-Q-tec
   

Frankfurt, 13 December 2022 – sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH) (the “Bidder”), a holding company controlled by the EQT X fund (“EQT Private Equity”), supported by co-investors Mubadala Investment Company ("Mubadala") and the Sixth Cinven Fund (“Cinven”), today announced the decision to launch a voluntary public takeover offer for all outstanding shares of va-Q-tec AG (“va-Q-tec” or the “Company”) (the “Takeover Offer”).

va-Q-tec is a premium provider of thermal energy efficiency and temperature-controlled supply chain solutions (“TempChain”), listed on the Frankfurt Stock Exchange. The Takeover Offer is based on a Business Combination Agreement signed by the Bidder and the Company today. EQT Private Equity has partnered with the va-Q-tec founding families around Dr. Joachim Kuhn (founder and CEO) and Dr. Roland Caps (founder and former Head of Research and Development), who together hold approximately 26 percent in the Company’s current share capital (“Founding Families”) and agreed under a Partnership Agreement concluded today to participate in the transaction with a re-investment of the majority of their current participation.

Matthias Wittkowski, Partner within EQT Private Equity’s Advisory Team, said: “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.”

Dr. Joachim Kuhn, founder and CEO of va-Q-tec, said: “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.”

Peter Gisel-Ekdahl, CEO of Envirotainer, said: “At Envirotainer we are on a journey to enabling access to life-saving pharmaceuticals for all. Combining with va-Q-tec to create an active competitive force in the mission critical distribution of pharmaceuticals will accelerate our progress on this journey. It’s a very promising opportunity and we are excited to partner with Dr. Joachim Kuhn and the va-Q-tec management team, supported by EQT, as we move forward.”

Delivering Accelerated, Sustainable Growth as a Private Company
The Bidder aims to enable va-Q-tec to realize the full potential of each of its business lines and, as part of the transaction, has committed to investing in va-Q-tec’s further growth through a capital increase in the amount of 10 percent of the share capital and at an issue price of EUR 26.00 per share resolved by the Company today. The joint vision 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 competitive force in high-performance thermal insulation. Another key cornerstone of the proposed transaction is a combination of 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 TempChain solutions for the transportation of pharmaceuticals.  

The experience of EQT Private Equity and its co-investors, their rigorous focus on growth, and their track record in the Services and Healthcare space make them ideal partners to further accelerate va-Q-tec’s successful growth journey. Together, they will support va-Q-tec through an active, hands-on approach to value creation, bringing to the fore substantial expertise of futureproofing and scaling companies into global market leaders. va-Q-tec can leverage their partners’ deep sector experience and global pharma network, and benefit through EQT’s inhouse digitalization and sustainability teams.

Business Combination Agreement with va-Q-tec
The Business Combination Agreement underscores the partnership approach, the responsible nature of the Takeover Offer, as well as the focus on securing the entrepreneurial spirit of the Company to deliver accelerated and sustainable growth. In this regard, it also governs the envisaged combination of va-Q-tec’s pharma-focused business with Envirotainer.

The Management Board and Supervisory Board of va-Q-tec welcome and support the Takeover Offer, subject to review of the offer document. The Management Board and Supervisory Board of va-Q-tec will formally publish their opinion on the Takeover Offer in their Reasoned Opinion to be published after commencement of the offer period. 

Compelling Premium for va-Q-tec Shareholders
The Bidder will offer EUR 26.00 per share in cash to all outstanding va-Q-tec shareholders. This represents an attractive premium of 98 percent to the unaffected 3-months-VWAP as of (and including) 9 December 2022 and a premium of 46 percent to the unaffected closing price of 9 December 2022. On 9 December 2022, after close of trading, the Company announced a potential takeover offer for the Company. The Bidder believes that this represents a highly compelling opportunity for all of va-Q-tec’s shareholders.

The Transaction is intended to be financed through equity from EQT Private Equity and its co-investors. The Founding Families will retain a significant stake in the Company and continue to play an integral role in va-Q-tec’s next phase of growth.

Details of the Takeover Offer
The completion of the Takeover Offer will be subject to a minimum acceptance threshold of 62.5 percent of the Company’s current share capital (including shares held by the Founding Families) and certain customary further conditions, including granting of merger control clearance. Closing of the Takeover Offer 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 potential delisting of va-Q-tec. The Management Board has acknowledged and, in substance, welcomed such intentions. Based on a preliminary analysis by a reputable accounting firm, the Bidder believes that an IDW S1 valuation, which is the generally accepted valuation method for determining the cash compensation to be offered to minority shareholders in the context of structural measures such as a DPLTA, will result in a value per share which is substantially below the offer price of EUR 26.00 per share.

The Takeover Offer will be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). This offer document will be published following clearance by BaFin, at which point the acceptance period for the Takeover Offer will commence. The offer document and other information pertaining to the offer will be made available in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) on the following website: .

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.


Media contacts
International media inquiries:
Finn McLaughlan, , 8

German media inquiries:
Isabel Henninger, , 5

EQT Press Office:
, 4

Investor contacts
Retail investors:  5
Institutional investors:  80
Investor email: 


About EQT
EQT is a purpose-driven global investment organization with EUR 114 billion in assets under management within two business segments – Private Capital and Real Assets. EQT funds own portfolio companies and assets in Europe, Asia-Pacific and the Americas and support them in achieving sustainable growth, operational excellence and market leadership. 

More info:
Follow EQT on , , and

About Mubadala
Mubadala Investment Company manages a global portfolio, aimed at generating sustainable financial returns for the Government of Abu Dhabi. Mubadala’s USD 284 billion (AED 1,045 billion) portfolio spans six continents with interests in multiple sectors and asset classes. Mubadala leverages its deep sectoral expertise and long-standing partnerships to drive sustainable growth and profit, while supporting the continued diversification and global integration of the economy of the United Arab Emirates.

More info:

About Cinven
Cinven is a leading international private equity firm focused on building world-class global and European companies. Its funds invest in six key sectors: Business Services, Consumer, Financial Services, Healthcare, Industrials and Technology, Media and Telecommunications (TMT). Cinven has offices in London, New York, Frankfurt, Paris, Milan, Madrid, Guernsey and Luxembourg. The Cinven Funds are authorised and regulated by the Guernsey Financial Services Commission, and Cinven Limited, the advisor to the Cinven Funds, is authorised and regulated by the Financial Conduct Authority.

More info:  
Follow Cinven on

About va-Q-tec
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. va-Q-tec deploys this key thermal technology in order to produce passive thermal packaging systems (containers and boxes) that 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.

More info:
Follow va-Q-tec on and

Important notice
This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in va-Q-tec AG. The Takeover Offer itself as well as its definite terms and conditions and further provisions concerning the Takeover Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to publish the offer document. Investors and holders of shares in va-Q-tec AG are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Takeover Offer when they become available, as they will contain important information.
 
The Takeover Offer will be published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the 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.

The Bidder reserves the right, within the limits of applicable law, to directly or indirectly acquire shares in va-Q-tec AG outside of the Offer, whether on or off the stock exchange. Any such purchases or arrangements will be made outside the United States and in compliance with applicable law. To the extent such acquisitions occur, information about them, including the number of, and the price for, the acquired shares in va-Q-tec AG will be published without undue delay, if and to the extent required under the applicable statutory provisions.

The information in respect of the EQT X fund (EQT X) contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation of EQT X. Any offer or solicitation in respect of EQT X will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information in respect of EQT X contained herein is not for publication or distribution to persons in the United States of America. Any securities of EQT X referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities of EQT X to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. Any EQT X securities may not be offered or sold in the United States absent registration or an exemption from registration.