Rover Group, Inc. (Nasdaq: ROVR) (“Rover” or the “Company”), the
world’s largest online marketplace for pet care, today announced
the expiration of the 30-day “go-shop” period under the terms of
the previously announced merger agreement. Under the merger
agreement, private equity funds managed by Blackstone Inc.
(“Blackstone”) have agreed to acquire Rover in an all-cash
transaction valued at approximately $2.3 billion. The “go-shop”
period expired at 12:01 p.m. Pacific Time on December 29, 2023.
In accordance with the merger agreement, Rover
and its representatives and advisors actively solicited alternative
acquisition proposals from potential interested third parties.
However, during the “go-shop” period Rover did not receive any
alternative acquisition proposals from any third party.
The transaction is currently expected to close
in the first quarter of 2024, subject to customary closing
conditions, including approval by Rover stockholders and the
expiration or termination of any applicable regulatory waiting
period. Closing 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-listed and Rover will
become a privately held company. The Company will continue to
operate under the Rover name and brand.
About Rover Group, Inc.
Founded in 2011 and based in Seattle, Rover
(Nasdaq: ROVR) is the world’s largest online marketplace for pet
care. Rover connects pet parents with pet providers who offer
overnight services, including boarding and in-home pet sitting, as
well as daytime services, including doggy daycare, dog walking, and
drop-in visits. To learn more about Rover, please visit
www.rover.com.
Cautionary Statement Regarding
Forward-Looking Statements
This communication may contain forward-looking
statements, which include all statements that do not relate solely
to historical or current facts, such as statements regarding the
pending acquisition of the Company by private equity funds managed
by Blackstone (the “Merger”) and the expected timing of the closing
of the Merger and other statements that concern the Company’s
expectations, intentions or strategies regarding the future. In
some cases, you can identify forward-looking statements by the
following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “aim,” “potential,” “continue,” “ongoing,”
“goal,” “can,” “seek,” “target” or the negative of these terms or
other similar expressions, although not all forward-looking
statements contain these words. These forward-looking statements
are based on the Company’s beliefs, as well as assumptions made by,
and information currently available to, the Company. Because such
statements are based on expectations as to future financial and
operating results and are not statements of fact, actual results
may differ materially from those projected and are subject to a
number of known and unknown risks and uncertainties, including, but
not limited to: (i) the risk that the Merger may not be completed
on the anticipated timeline or at all; (ii) the failure to satisfy
any of the conditions to the consummation of the Merger, including
the receipt of required approval from the Company’s stockholders
and required regulatory approval; (iii) the occurrence of any
event, change or other circumstance or condition that could give
rise to the termination of the merger agreement with private equity
funds managed by Blackstone, including in circumstances requiring
the Company to pay a termination fee; (iv) the effect of the
announcement or pendency of the Merger on the Company’s business
relationships, operating results and business generally; (v) risks
that the Merger disrupts the Company’s current plans and
operations; (vi) the Company’s ability to retain and hire key
personnel and maintain relationships with key business partners and
customers, and others with whom it does business; (vii) risks
related to diverting management’s or employees’ attention during
the pendency of the Merger from the Company’s ongoing business
operations; (viii) the amount of costs, fees, charges or expenses
resulting from the Merger; (ix) potential litigation relating to
the Merger; (x) uncertainty as to timing of completion of the
Merger and the ability of each party to consummate the Merger; (xi)
risks that the benefits of the Merger are not realized when or as
expected; (xii) the risk that the price of the Company’s Class A
common stock may fluctuate during the pendency of the Merger and
may decline significantly if the Merger is not completed; and
(xiii) other risks described in the Company’s filings with the U.S.
Securities and Exchange Commission (the “SEC”), such as the risks
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 the Company’s other filings with the SEC. While the list of
risks and uncertainties presented here is, and the discussion of
risks and uncertainties to be presented in the proxy statement on
Schedule 14A that the Company will file with the SEC relating to
its special meeting of stockholders will be, considered
representative, no such list or discussion should be considered a
complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and/or similar risks, any of which
could have a material adverse effect on the completion of the
Merger and/or the Company’s consolidated financial condition. The
forward-looking statements speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
The information that can be accessed through
hyperlinks or website addresses included in this communication is
deemed not to be incorporated in or part of this communication.
Additional Information and Where to Find
It
This communication is being made in respect of
the Merger. In connection with the proposed Merger, the Company
will file with the SEC a proxy statement on Schedule 14A relating
to its special meeting of stockholders and may file or furnish
other documents with the SEC regarding the Merger. When completed,
a definitive proxy statement will be mailed to the Company’s
stockholders. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT REGARDING THE MERGER (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN) AND ANY OTHER RELEVANT DOCUMENTS FILED OR FURNISHED WITH
THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The Company’s
stockholders may obtain free copies of the documents the Company
files with the SEC from the SEC’s website at www.sec.gov or through
the Company’s website at investors.rover.com under the link
“Financials” and then under the link “SEC Filings” or by contacting
the Company’s Investor Relations department via e-mail at
investorrelations@rover.com.
Participants in the
Solicitation
The Company and its directors and executive
officers, which consist of Adam Clammer, Jamie Cohen, Venky
Ganesan, Greg Gottesman, Kristine Leslie, Scott Jacobson, Erik
Prusch, Megan Siegler, who are the non-employee members of the
Company’s Board of Directors, Aaron Easterly, the Company’s Chief
Executive Officer and Chairperson of the Board, Brent Turner, the
Company’s President and Chief Operating Officer, and Charlie
Wickers, the Company’s Chief Financial Officer, are participants in
the solicitation of proxies from the Company’s stockholders in
connection with the Merger. Information regarding the Company’s
directors and executive officers (other than for Mr. Prusch),
including a description of their direct or indirect interests, by
security holdings or otherwise, can be found under the captions
“Security Ownership of Certain Beneficial Owners and Management,”
“Board of Directors and Corporate Governance-Director
Compensation,” and “Executive Compensation-Outstanding Equity
Awards at Fiscal 2022 Year-End” 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 Company’s directors
and executive officers and their respective affiliates have
acquired or disposed of security holdings since the applicable “as
of” date disclosed in the 2023 Proxy Statement, such transactions
have been or will be reflected on Statements of Change in Ownership
on Form 4 or amendments to beneficial ownership reports on
Schedules 13D filed with the SEC. Since the filing of the 2023
Proxy Statement, (1) Ms. Cohen received a grant of 19,417
restricted stock units (“RSUs”) and Mr. Gottesman, Ms. Leslie and
Ms. Siegler each received a grant of 33,273 RSUs, which will each
vest in full on the earlier of June 16, 2024 or the date of the
next annual meeting of the Company’s stockholders, in each case
subject to the applicable director continuing to be a non-employee
director through the applicable vesting date, and (2) Mr. Prusch
received a grant of 54,855 RSUs, which will vest 1/3 on each of
September 7, 2024, September 7, 2025 and September 7, 2026, subject
to him continuing to be a non-employee director through the
applicable vesting dates. In the Merger, outstanding equity awards
held by each non-employee director will fully vest immediately
prior to the consummation of the Merger provided that the
non-employee director continues to be a non-employee director
through such date, and outstanding equity awards held by Mr.
Easterly, Mr. Turner and Mr. Wickers will be treated in accordance
with their respective severance and change in control agreements
and as described in the 2023 Proxy Statement under the caption
“Executive Compensation-Potential Payments Upon Termination or
Change in Control.” Additionally, pursuant to the Business
Combination Agreement, dated as of February 10, 2021, by and among
Nebula Caravel Acquisition Corp., Fetch Merger Sub, Inc., and A
Place for Rover, Inc., an affiliate of Mr. Clammer has been issued
restricted shares of the Company’s Class A common stock that will
fully vest immediately prior to the consummation of the Merger and
Mr. Easterly, Mr. Ganesan, Mr. Gottesman, Mr. Jacobson, Mr. Turner
and their respective affiliates will be issued additional shares of
the Company’s Class A common stock immediately prior to the
consummation of the Merger. Other information regarding the
participants in the proxy solicitation and a description of their
interests will be contained in the proxy statement for the
Company’s special meeting of stockholders and other relevant
materials to be filed with the SEC in respect of the Merger when
they become available. These documents can be obtained free of
charge from the sources indicated above.
ContactsFOR
ROVERInvestorsWalter
Ruddywalter.ruddy@rover.com(206) 715-2369
MediaKristin Sandbergpr@rover.com(360)
510-6365
Rover (NASDAQ:ROVR)
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