Rover was created to provide an option for friends, family, neighbors, and/or boarding schools to care for animals when traveling away from home. Over the years, Rover’s offerings have grown to include five cores that meet both day and night needs. Since its inception as of September 30, 2023, more than 93 million have been booked through more than four million puppy parents on Rover, with more than one million paid puppy care providers in North America and Europe. Through its platform and mobile app, puppy parents can discover, book, rebook, pay, and compare puppy care providers online seamlessly. Rover removes many of the barriers that come with owning a puppy, allowing everyone to revel in the unconditional love of puppies.
Rover’s partnership with Blackstone reflects a shared confidence in the industry’s long-term expansion prospects and a long-term view of Rover’s leading position in the market. Blackstone’s investment aims to enable Rover to further drive its investment priorities and expand its global footprint. and boost their expansion initiatives.
Transaction Terms
The merger agreement includes a standard 30-day purchase period that expires on December 29, 2023. During this period, Rover and its advisors may solicit, review and negotiate select third-party acquisition proposals. Rover’s board of directors shall have the right to terminate the merger agreement in order to participate in an incredible proposal, subject to the terms and situations of the merger agreement. There can be no guarantee that this “go shopping” procedure will result in an incredible proposal, and Rover does not intend to disclose similar advancements unless and until it determines that such disclosure is appropriate or otherwise required.
The transaction is ultimately expected to close in the first quarter of 2024, subject to approval by Rover’s shareholders and compliance with required regulatory approvals and other standard final conditions. Rover’s board of directors approved the merger agreement and causes Rover’s shareholders to approve the transaction and adopt the merger agreement. Completion of the transaction is not subject to a financing condition.
Upon completion of the transaction, Rover’s Class A common stock will no longer be publicly traded and Rover will become a private company. The company will continue to operate under the Rover name and brand.
Advisors
Goldman Sachs
Evercore acts as chief monetary advisor and Moelis
About Rover Group, Inc.
Founded in 2011 and headquartered in Seattle, Rover ROVR is the world’s largest online puppy care marketplace. Rover connects puppy parents with puppy providers who offer nightly services, adding in-home puppy boarding and care, as well as services during daylight hours. , adding doggy daycare, dog walks, and walk-ins. To learn more about Rover, visit www. rover. com.
About Blackstone
Blackstone is the world’s largest asset manager of choice. We seek to create a positive economic impact and long-term value for our investors. To do this, we rely on ordinary people and flexible capital to help strengthen the companies we invest in. Our more than $1 trillion in assets under control come with investment vehicles focused on personal equity, real estate, debt and public equities, infrastructure, life sciences, growth stocks, opportunists, non-investment grade credit, genuine assets, and secondary funds, all on a global scale. More data can be found in www. blackstone. com. Follow @blackstone on LinkedIn, X (Twitter), and Instagram.
Cautionary Note Regarding Forward-Looking Statements
This communication would possibly involve forward-looking announcements, which come with announcements that do not relate solely to past or existing facts, such as announcements related to the pending acquisition of the Company through the personal equity budget controlled through Blackstone (the “Merger”) . and the timing of completion of the merger and other matters relating to the Company’s long-term expectations, intentions or methods. In some cases, you can identify forward-looking ads by the following words: “could”, “will”, “may also”, “deserve”, “expect”, “intend”, “plan”. ”, “anticipate”. Matrix”, “believe”, “estimate”, “predict”, “project”, “target”, “prospective”, “continue”, “ongoing”, “target”, “possibly”, “seek”, “target” or the negative of those terms or other similar expressions, although not all forward-looking statements involve those words. These forward-looking statements are based on the Company’s beliefs, as well as assumptions made through Because those effects are based on expectations of long-term monetary and operational effects and are not facts, actual effects would likely differ radically from those projected and are subject to a number of threats and unknown uncertainties, adding, among others: (i) the threat that the Merger will not be completed within the expected period, or at all; (ii) the failure to comply with any of the situations necessary to consummate the Merger, including obtaining the required approval of the shareholders of the Company and the required regulatory approval; (iii) the occurrence of any event, replacement or other circumstance or condition that may also give rise to the termination of the merger agreement with the personal equity budget controlled through Blackstone, adding in cases that require the Company to pay a Termination Fee; (iv) the effect of the announcement or anticipation of the Merger on the Company’s commercial relations, effects of its operations and activities in general; (v) threats that the Merger will disrupt the Company’s existing plans and operations; (vi) the Company’s ability to retain and hire a key body of workers and maintain relationships with key business partners and customers, as well as other persons with whom it does business; (vii) threats related to the diversion of workers’ control or attention during the merger era from the Company’s ongoing business operations; (viii) the amount of costs, fees, fees or expenses resulting from the Merger; (ix) possible litigation similar to that of the Merger; (x) uncertainty regarding the timing of consummation of the merger and the ability of each party to consummate the merger; (xi) threats that the benefits of the Merger may not be known at the time or as expected; (xii) the threat that the value of the Company’s Class A common inventory will fluctuate over the life of the merger and possibly decline, particularly if the merger is not consummated; and (xiii) other threats described in the Company’s filings with the United States Securities and Exchange Commission (the “SEC”), such as the threats and uncertainties described under the headings “Cautionary Note Regarding Forward-Looking Statements “, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of the Company’s Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q and in other company filings with the SEC. Although the list of threats and uncertainties provided herein and the discussion of threats and uncertainties to be provided in the proxy on Schedule 14A that the Company will file with the SEC in connection with its special meeting of inventory owners are considered a reproducible matrix , there is no such list o The discussion deserves to be considered as a whole of all possible threats and uncertainties. Items not included in the list would likely constitute significant additional obstacles to future action. The consequences of overall differences in effects from those expected in the prospective years may also come with, among other things, business interruption, operational problems, monetary losses, legal problems with third parties and/or similar threats, all of them. of which can have an impact. an adverse effect on the completion of the Merger and/or on the consolidated monetary position of the Company. Forward-looking statements speak only as of the date on which they are made. Except as required by applicable laws or regulations, the Company undertakes no legal responsibility to update any forward-looking announcements, whether as a result of new data, long-term events or otherwise.
The information available through links or addresses included in this communication is considered not to be integrated into or form part of this communication.
Additional data and where to find it.
This communication is made in the context of the Merger. In connection with the proposed merger, the Company will file with the SEC a proxy on Schedule 14A relating to its special meeting of stockholders and may file or provide other documents with the SEC related to the merger. Once completed, a definitive power of attorney will be mailed to the Company’s shareholders. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT WITH RESPECT TO THE MERGER (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ALL DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS FILED OR PROVIDED TO THE SEC IN THEIR ENTIRETY WHEN AVAILABLE AS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The Company’s shareholders would possibly download loose copies of the documents that the Company files with the SEC on the SEC’s online page in www. sec. gov or through the Company’s online page on investors. rover. com on the “Finance” link and then the “SEC” link. Presentations” or by contacting the Company’s Investor Relations branch via email at investrelations@rover. com.
Participants in the call
The Company and its directors and officers, consisting of Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Kristine Leslie, Scott Jacobson, Erik Prusch, Megan Siegler, who are non-employee members of the Company’s board of directors, Participate in the request for representation of the company’s shareholders in the context of the Merger. Information relating to the directors and officers of the Company (other than Mr. Prusch), including a description of their direct or indirect interests, through inventory ownership or otherwise, can be found under the headings “Holdings of securities of certain beneficial owners and management. “Board of Directors and Corporate Governance – Director Compensation” and “Executive Compensation – Exceptional Stock Awards at the End of Fiscal Year 2022” contained in the Company’s 2023 Annual Proxy Statement filed with the SEC on April 28, 2023 (the “2023 Proxy Statement”). To the extent that the directors and officers of the Company and their respective associates have acquired or disposed of securities since the applicable “as of” date disclosed in the 2023 Proxy Statement, those transactions have been or will be reflected in the Statements change of ownership. . on Form Four or amendments to favorable ownership reports on Schedules 13D filed with the SEC. Since filing the 2023 Proxy Statement, (1) Ms. Cohen has won an award of 19,417 limited inventory sets (“RSUs”) and Mr. Gottesman, Ms. Leslie and Ms. Siegler have each won one vesting of 33,273 RSUs, each of which will vest in full on June 16, 2024 or the date of the Company’s next annual meeting of stockholders, whichever occurs first, provided that the applicable director remains a non-employee director through the applicable vesting date, and (2) Mr. Prusch earned an award of 5. 4855 RSUs, 0. 33 of which will vest on September 7, 2024, September 7, 2025, and September 7 from 2026, provided that he remains a salaried non-director until the corresponding acquisition. Appointment. In connection with the merger, notable stock awards held by each of the non-employee directors will vest in full without delay prior to the consummation of the merger, provided that the non-employee director remains a non-employee director until such date. , and the notable inventory awards held through Mr. Easterly, Mr. Turner and Mr. Wickers will be dealt with in accordance with their respective separation and replacement of control agreements and as described in the 2023 proxy under the heading “Executive Compensation – Potential Payments Upon Termination of Employment or Change of Control. ” Additionally, pursuant to the Business Combination Agreement, dated February 10, 2021, through Nebula Caravel Acquisition Corp. , Fetch Merger Sub, Inc. and A Place for Rover, Inc. , to an associate of Mr. Clammer has been issued limited inventory. of the Company’s non-unusual Class A inventory to be vested in full without delay prior to the consummation of the merger and Mr. Easterly, Mr. Ganesan, Mr. Gottesman, Mr. Jacobson, Mr. Turner and their respective associates of the corporations will get more inventories. of the Company’s non-unusual Class A inventory without delay prior to the consummation of the merger. Further information relating to the participants in the proxy solicitation and a description of their interests will be contained in the proxy for the special meeting of shareholders of the Company and in other applicable documents that will be filed with the SEC in connection with the merger when they become in available. These documents can be received free of charge at the resources indicated above.
Contacts
FOR OVERTersWalter Ruddywalter. ruddy@rover. com(206) 715-2369
MediaKristin Sandbergpr@rover. com(360) 510-6365
O
John Christiansen/Danya Al-QattanFGS GlobalRover@FGSGlobal. com
FOR BLACKSTONEMediaMatt Anderson(518) 248-7310Matthew. Anderson@blackstone. com
Mariel Seidman-Gati(646) 482-3712Mariel. SeidmanGati@blackstone. com
© 2023 Benzinga. com. Benzinga provides investment advice. All rights reserved.