Transaction delivers proceeds of over $1bn
to fuel Cazoo’s growth with its Class A ordinary shares and
warrants to be listed today following completion of business
combination with AJAX I
Cazoo (“Cazoo” or “the Company”), the UK’s leading online car
retailer, announces that it has completed its business combination
with Ajax I (“AJAX”) (NYSE: AJAX), a publicly traded special
purpose acquisition company. Today, Cazoo Group Ltd (“Cazoo Group”)
will begin trading on the New York Stock Exchange (“NYSE”) with its
Class A ordinary shares and warrants trading under the new ticker
symbols, “CZOO” and “CZOO WS”, respectively.
Under the terms of the business combination agreement, AJAX and
Cazoo have now combined under a new holding company, Cazoo Group,
which will receive proceeds of over $1 billion before expenses from
the transaction to further build out its brand and infrastructure
as it continues to transform the car buying and selling experience
across the UK and mainland Europe. The business combination was
unanimously approved by AJAX’s board of directors and approved by
AJAX’s shareholders on August 18, 2021, with 95.57% of the votes
cast in favour of the transaction.
Cazoo will continue to be led by Founder & Chief Executive
Officer, Alex Chesterman, along with the existing senior management
team including Chief Financial Officer, Stephen Morana. Daniel Och,
renowned US investor and Founder of AJAX, and Anne Wojcicki,
founder of 23andMe, will also join the Cazoo Group board of
directors along with Duncan Tatton-Brown (Audit Chair), Moni
Mannings (Remuneration Chair), Luciana Berger (ESG Chair), Lord
Rothermere (Non-Exec) and David Hobbs (Non-Exec) of D1 Capital
Partners.
Alex Chesterman OBE, Founder & CEO of Cazoo,
commented, “Today is an important and exciting day for Cazoo as
we enter the public markets. Since we announced the transaction
earlier this year, we have continued to see record growth in our
revenues and gross profit, have brought our UK vehicle
reconditioning in-house, providing full control of our operations
and logistics and have started buying and reconditioning cars in
mainland Europe ahead of our launch later this year. And we have
launched a fully integrated all-inclusive monthly car subscription
service in the UK as well as our car buying service to source
inventory directly from consumers.
“We remain obsessed with delivering the best car buying and
selling experience for consumers across the UK and mainland Europe
and the capital raised from this transaction will give us the
resources to further accelerate our growth. Our world-class team
has been further strengthened by our combination with AJAX and we
could not be more pleased to partner with Dan and his team. The
opportunities ahead of us are enormous and I am very excited about
our next chapter and expect this combination to further drive our
tremendous growth.”
Daniel Och, Founder of AJAX said, “We are very pleased to
close the business combination with Cazoo and to partner with Alex
and his outstanding team. By leveraging data and technology, Cazoo
is delivering a superior car buying and selling experience in the
UK and mainland Europe and building a strong competitive moat. With
the large and fragmented nature of the market and incredibly low
digital penetration, Cazoo has multiple levers to drive its growth
and long-term sustainable shareholder value as it transforms the
market.”
Company Overview
Cazoo is pioneering the shift to online car buying and selling
in the UK and mainland Europe and has already sold over 35,000 cars
since its launch less than two years ago to consumers across the UK
who have embraced the selection, transparency and convenience of
buying quality used cars entirely online. Cazoo is also Europe’s
leading consumer car subscription player with thousands of
subscribers across the UK, France and Germany.
Cazoo has developed a market leading brand and fully integrated
platform, where it owns and reconditions all its cars before
offering them for either delivery or collection in as little as 72
hours. Over the past three years, Cazoo has grown its team to over
2,500 customer-obsessed staff, focussed on delivering the best car
buying and selling experience to consumers across the UK &
Europe. Already the leading online car retailer in the UK, Cazoo is
expanding into mainland Europe as it seeks to disrupt the largely
offline $700 billion used car market.
To celebrate the completion of the merger, Alex Chesterman,
Founder & CEO of Cazoo, will ring the opening bell alongside
Daniel Och, Founder of AJAX, at the New York Stock Exchange at
09.30 am Eastern Time on August 27, 2021. A live stream of the
event and replay can be accessed by visiting
https://www.nyse.com/bell.
Transaction Overview
Following the business combination and related PIPE investment,
Cazoo Group will receive proceeds of over $1 billion before
expenses to further build out its brand and infrastructure across
the UK and mainland Europe, as it continues its mission of
transforming the online buying and selling experience in the $700
billion European used car market. Existing Cazoo shareholders will
receive approximately $80 million in cash from the transaction
proceeds.
A more detailed description of the transaction terms will be
included in a Shell Company Report on Form 20-F to be filed by
Cazoo Group with the U.S. Securities and Exchange Commission
(“SEC”), as well as in the previous filings of Ajax and Cazoo Group
(f/k/a Capri Listco) with the SEC available on the website
maintained by the SEC at www.sec.gov. In addition, the documents
filed by Cazoo Group may be obtained free of charge from its
website at https://www.cazoo.co.uk or by written request to Cazoo
Group at 41-43 Chalton St, London NW1 1JD, United Kingdom.
Advisors
Credit Suisse International and Goldman Sachs International
acted as lead financial advisors to Cazoo. Numis also acted as
financial advisor to Cazoo. Freshfields acted as legal counsel to
Cazoo. J.P. Morgan acted as financial advisor to AJAX I. Goldman
Sachs International acted as the lead placement agent on the PIPE.
Citigroup and J.P. Morgan acted as placement agents on the PIPE.
Kirkland & Ellis LLP acted as legal counsel to AJAX I.
About Cazoo - www.cazoo.co.uk
Our mission is to transform the car buying and selling
experience across the UK and Europe by providing better selection,
transparency, convenience and peace of mind. Our aim is to make
buying or selling a car no different to ordering any other product
online, where consumers can simply and seamlessly buy, sell,
finance or subscribe to a car entirely online for delivery or
collection in as little as 72 hours. Cazoo was founded in 2018 by
serial entrepreneur Alex Chesterman OBE and is backed by some of
the leading global technology investors.
About AJAX – www.ajaxcap.com
Prior to consummation of the business combination, AJAX was a
blank check company whose purpose was to effect a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. AJAX was
founded by renowned US investor Daniel Och in partnership with
Glenn Fuhrman and strategic advisors including Steve Ells (founder,
Chipotle), Jim McKelvey (co-founder, Square), Kevin Systrom
(co-founder, Instagram) and Anne Wojcicki (co-founder,
23andMe).
Forward-Looking Statements
This communication contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the business combination, including statements regarding the
benefits of the transaction, the services offered by Cazoo and the
markets in which it operates, and Cazoo’s projected future results.
These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this communication, including but not
limited to: (1) the outcome of any legal proceedings that may be
instituted against AJAX, Cazoo Group or others following the
announcement of the business combination and definitive agreements
with respect thereto; (2) the ability to meet stock exchange
listing standards following the consummation of the business
combination; (3) the risk that the business combination disrupts
current plans and operations of Cazoo Group as a result of the
consummation of the business combination; (4) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of Cazoo to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (5) changes in applicable laws or
regulations; (6) the possibility that Cazoo may be adversely
affected by other economic, business, and/or competitive factors;
(7) the impact of COVID-19 on Cazoo’s business; (8) Cazoo’s
estimates of expenses and profitability; and (9) other risks and
uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in the
registration statement on Form F-4 filed by Capri Listco and the
proxy statement/prospectus included therein. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the disclosure included in other documents
filed by Cazoo Group from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Cazoo Group assumes no obligation and does not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Cazoo Group gives no
assurance that it will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210827005144/en/
Investor Relations: Cazoo: Robert Berg, Director of
Investor Relations and Corporate Finance, investors@cazoo.co.uk
ICR: cazoo@icrinc.com
Media: Cazoo: Lawrence Hall, Group Communications
Director, lawrence.hall@cazoo.co.uk Brunswick: Chris Blundell /
Simone Selzer +44 20 7404 5959 / cazoo@brunswickgroup.com
AJAX: Gagnier Communications, Dan Gagnier / Jeff Mathews
+1 646-569-5897 / ajax@gagnierfc.com
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