Cazoo to Turn out to be Listed on NYSE via $7.0 Billion Enterprise Mixture with AJAX I
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- Cazoo, the UK’s main on-line automobile retailer, broadcasts $7.0bn enterprise mixture with AJAX I.
- Cazoo is certainly one of Europe’s quickest rising digital companies, rising 300%+ year-over-year, with anticipated 2021 revenues approaching $1bn.
- Europe’s used automobile market is $700bn alternative with
- Cazoo has an unparalleled consumer expertise with 80+ NPS and market-leading model consciousness.
- Cazoo has a world class crew, led by Founder & CEO Alex Chesterman OBE and the transaction will speed up development throughout Europe together with subscription mannequin, model & vertical infrastructure.
- Based in 2018 by Alex Chesterman, who will proceed to steer Cazoo, the enterprise has grown to a crew of 1,800+ throughout UK, Germany, France and Portugal. Dan Och will be a part of Cazoo’s Board.
- Transaction anticipated to supply $1,605m in gross proceeds together with $805m money in belief from AJAX I and an $800m PIPE led by the AJAX sponsors and D1 Capital Companions and joined by new and present traders together with Altimeter, funds & accounts managed by BlackRock, Counterpoint World (Morgan Stanley) and Constancy Administration and Analysis Firm LLC, Marcho Companions, Mubadala Capital, Pelham Capital, Senator Funding Group and Spruce Home Partnership.
LONDON & NEW YORK–(BUSINESS WIRE)–
Cazoo Holdings Restricted (“Cazoo” or “the Firm”), the UK’s main on-line automobile retailer with a fast-growing presence in Europe, which makes shopping for a automobile as easy and seamless as buying another product on-line, and AJAX I (“AJAX”) (NYSE: AJAX), a publicly-traded particular objective acquisition firm (“SPAC”), as we speak introduced the signing of a definitive enterprise mixture settlement.
AJAX is a $805m SPAC, based by famend US investor Dan Och in partnership with Glenn Fuhrman and a crew of strategic advisors together with the founders of Chipotle, Instagram, Sq. and 23andMe. Upon closing of the transaction, the mixed firm will probably be named Cazoo and will probably be listed on the New York Inventory Change underneath the brand new ticker image “CZOO”.
Cazoo is pioneering the shift to on-line automobile shopping for in Europe and since being based in 2018, has delivered over 20,000 automobiles to customers throughout the UK who’ve embraced the choice, transparency and comfort of shopping for high quality used automobiles fully on-line. Following its latest acquisitions, Cazoo can be now Europe’s main automobile subscription participant with over 6,000 subscribers throughout the UK, Germany and France.
Cazoo has developed a market main platform and model with a completely built-in mannequin the place it owns and reconditions all its automobiles earlier than providing them on the market on its web site for both supply or assortment in as little as 72 hours. Already the main on-line automobile retailer within the UK, Cazoo has begun its worldwide enlargement because it seeks to digitally disrupt the $700bn European used automobile market which stays overwhelmingly offline.
As certainly one of Europe’s fastest-growing companies, Cazoo expects to attain revenues approaching $1bn in 2021, a development fee of greater than 300% in its second full 12 months of operations and has already constructed a crew of over 1,800 throughout the UK, Germany, France and Portugal. The corporate will proceed to be led by its Founder & CEO, Alex Chesterman OBE, together with its world class administration crew. AJAX’s founder, Dan Och, will be a part of the mixed firm’s Board of Administrators.
This transaction will help Cazoo’s mission to proceed to rework the automobile shopping for expertise throughout Europe, with the proceeds funding the additional construct out of its model and infrastructure. With its best-in-class and distinctive shopper proposition and absolutely built-in mannequin, Cazoo is nicely positioned to benefit from the shift to on-line automobile shopping for and disrupt the massive and extremely fragmented European automobile shopping for market.
Alex Chesterman OBE, Founder & CEO of Cazoo, commented, “This announcement is one other main milestone in our continued drive to rework the best way folks purchase automobiles throughout Europe. We now have created essentially the most complete and absolutely built-in providing within the largest retail sector which at the moment has very low digital penetration. This deal will present us with nearly $1 billion of additional funds to gasoline our development and I’m delighted to be partnering with Dan and his crew at AJAX to quickly develop and ship one of the best automobile shopping for expertise to customers throughout Europe.”
Dan Och, Founding father of AJAX stated, “We’re extremely excited to have the chance to companion with Alex and the distinctive crew at Cazoo. Alex has confirmed to be certainly one of Europe’s most profitable serial entrepreneurs and we’re proud to be supporting the expansion of this world-class crew, model and platform. With their fixed deal with innovation, information and buyer satisfaction, I’ve little doubt that Cazoo goes to proceed to paved the way on this huge, untapped market alternative and am trying ahead to becoming a member of the Board of Cazoo and dealing with Alex and his crew.”
Daniel Sundheim, Founder & CIO of D1 Capital Companions stated, “As a long-term investor in Cazoo and believer in its management crew, we’re happy to proceed supporting Cazoo’s development as a public firm. Whereas Cazoo had many choices for funding its technique, its resolution to merge with AJAX and be a part of with Dan Och and different famend companions was an excellent one that may have constructive implications for the corporate and its future.”
Cazoo Funding Highlights
- Vital $700bn TAM alternative: UK & European extremely fragmented used automobile markets are ripe for digital disruption with no vendor group having greater than 5% market share
- Hypergrowth: over 20,000 automobiles already delivered in UK with annual run-rate revenues exceeding $600m within the first quarter of 2021. Cazoo expects revenues approaching $1 billion in 2021, rising 300%+ YoY with constructive and scaling unit economics and multi-year excessive development fee forward
- Environment friendly mannequin with clear development drivers: rising on-line shopping for adoption, a number of ancillary income alternatives, subscription service, new automobiles and market share features in UK and Europe
- Market-leading proposition and execution: absolutely built-in mannequin with in-house reconditioning & logistics, leveraging proprietary information and know-how to underpin development and profitability
- World-class crew: unrivalled monitor document, led by Alex Chesterman OBE, certainly one of Europe’s most profitable serial founders and digital entrepreneurs
- M&A experience: vital expertise and background in executing game-changing M&A offers and strategic partnerships
The transaction values the mixed firm at a professional forma enterprise worth of roughly $7.0 billion and a professional forma fairness worth of roughly $8.1 billion. The transaction consists of as much as $805 million AJAX money in belief, assuming no redemptions by AJAX shareholders, and an $800 million absolutely dedicated PIPE at $10.00 per share led by the AJAX sponsors and D1 Capital Companions and joined by new and present traders together with Altimeter, funds & accounts managed by BlackRock, Counterpoint World (Morgan Stanley) and Constancy Administration and Analysis Firm LLC, Marcho Companions, Mubadala Capital, Pelham Capital, Senator Funding Group and Spruce Home Partnership. The AJAX sponsor crew, led by Dan Och, and together with Glenn Fuhrman, Steve Ells, Jim McKelvey, Kevin Systrom and Anne Wojcicki have personally dedicated $200 million to the PIPE.
Assuming no redemptions and after accounting for money proceeds payable to the present Cazoo shareholders, the transaction will ship roughly $1.0 billion in gross money proceeds to the mixed firm, enabling Cazoo to additional construct out its model and infrastructure and supporting Cazoo’s mission to proceed to rework the automobile shopping for expertise throughout Europe. Assuming no redemptions by AJAX shareholders, Cazoo’s present shareholders will maintain roughly 79% of the shares of the mixed firm on closing.
The Boards of Administrators of Cazoo and AJAX have unanimously authorized this transaction. The transaction requires the approval of the shareholders of AJAX and Cazoo, and is topic to different customary closing situations, together with the receipt of sure regulatory approvals. The transaction is anticipated to shut within the third quarter of 2021.
Further details about the proposed transaction, together with a duplicate of the enterprise mixture settlement and investor presentation, will probably be offered in a Present Report on Kind 8-Ok to be filed by AJAX with the Securities and Change Fee (“SEC”) and will probably be out there on the Cazoo web site at www.cazoo.co.uk/traders and on the SEC’s web site at www.sec.gov.
Credit score Suisse Worldwide and Goldman Sachs Worldwide are performing as lead monetary advisors to Cazoo. Numis can be performing as monetary advisor to Cazoo. Freshfields Bruckhaus Deringer is performing as authorized counsel to Cazoo.
J.P. Morgan Securities LLC is performing as monetary advisor to AJAX I. PJT can be a monetary advisor to AJAX I. Citigroup is performing as capital markets advisor to AJAX I. Goldman Sachs Worldwide is performing as lead placement agent on the PIPE. Citigroup and J.P. Morgan Securities LLC are additionally performing as placement brokers on the PIPE. Kirkland & Ellis LLP is performing as authorized counsel to AJAX I.
Investor Convention Name Info
AJAX and Cazoo will host a joint investor convention name to debate the proposed transaction on March 29, 2021 at 02.00 ET/07.00 UK. events could take heed to the ready remarks name through phone by dialing 1-844-512-2921, or for worldwide callers, 1-412-317-6671 or take heed to the webcast right here:
About Cazoo – www.cazoo.co.uk
Cazoo’s mission is to rework the automobile shopping for expertise for customers throughout Europe by offering higher choice, high quality, transparency, comfort and peace of thoughts. Cazoo goals to make shopping for a automobile no totally different to another product on-line as we speak, the place customers can merely and seamlessly buy, finance or subscribe to a automobile fully on-line for both supply or assortment in as little as 72 hours. Cazoo was based in 2018 by serial entrepreneur Alex Chesterman OBE, has a extremely skilled administration crew and is backed by among the main world know-how traders.
About AJAX – www.ajaxcap.com
AJAX is a clean examine firm whose objective is to impact a merger, share alternate, asset acquisition, share buy, reorganization or related enterprise mixture with a number of companies. AJAX was based by famend US investor Dan Och in partnership with Glenn Fuhrman and strategic advisors together with Steve Ells (founder, Chipotle), Jim McKelvey (co-founder, Sq.), Kevin Systrom (co-founder, Instagram) and Anne Wojcicki (co-founder, 23andMe).
Further info and The place to Discover It
This communication pertains to a proposed enterprise mixture amongst Cazoo Holdings Restricted (“Cazoo”), AJAX I (“AJAX”) and Capri Listco (“Newco”). In reference to the proposed enterprise mixture Newco intends to file a registration assertion on Kind F-4 that may embody a proxy assertion of AJAX in reference to AJAX’s solicitation of proxies for the vote by AJAX’s shareholders with respect to the proposed enterprise mixture and a prospectus of Newco. The proxy assertion/prospectus will probably be despatched to all AJAX shareholders and Newco and AJAX may even file different paperwork concerning the proposed enterprise mixture with the SEC. This communication doesn’t include all the data that ought to be thought-about in regards to the proposed enterprise mixture and isn’t supposed to kind the premise of any funding resolution or another resolution in respect of the enterprise mixture. Earlier than making any voting or funding resolution, traders and safety holders are urged to learn the registration assertion, the proxy assertion/prospectus and all different related paperwork filed or that will probably be filed with the SEC in reference to the proposed enterprise mixture as they turn into out there as a result of they are going to include vital details about the proposed transaction.
Traders and safety holders will have the ability to get hold of free copies of the registration assertion, proxy assertion/prospectus and all different related paperwork filed or that will probably be filed with the SEC by AJAX and Newco via the web site maintained by the SEC at www.sec.gov. As well as, the paperwork filed by AJAX could also be obtained freed from cost from AJAX’s web site at https://ajaxcap.com or by written request to AJAX at 667 Madison Avenue, New York, NY 10065 and paperwork filed by Cazoo could also be obtained freed from cost from Cazoo’s web site at https://www.cazoo.co.uk or by written request to Cazoo at 41-43 Chalton St, Somers City, London NW1 1JD, United Kingdom.
Members in Solicitation
AJAX, Newco and Cazoo and their respective administrators and government officers could also be deemed to be members within the solicitation of proxies from AJAX’s shareholders with respect to the proposed enterprise mixture. Yow will discover details about AJAX’s administrators and government officers and their possession of AJAX’s securities in AJAX’s closing prospectus regarding its preliminary public providing, dated October 27, 2020, which was filed with the SEC on October 28, 2020 and is on the market freed from cost on the SEC’s website online at www.sec.gov. Further info concerning the members within the solicitation of proxies from AJAX’s shareholders and their direct and oblique pursuits will probably be included within the proxy assertion/prospectus for the proposed enterprise mixture when it turns into out there. Shareholders, potential traders and different individuals ought to learn the proxy assertion/prospectus fastidiously when it turns into out there earlier than making any voting or funding choices. It’s possible you’ll get hold of free copies of those paperwork from the sources indicated above.
No Provide or Solicitation
This communication doesn’t represent a proposal to promote or alternate, or the solicitation of a proposal to purchase or alternate any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction during which such provide, solicitation, sale or alternate could be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by the use of a prospectus assembly the necessities of part 10 of the Securities Act, or an exemption therefrom.
This communication comprises sure forward-looking statements throughout the which means of the federal securities legal guidelines with respect to the proposed enterprise mixture, together with statements concerning the advantages of the transaction, the anticipated timing of the transaction, the providers provided by Cazoo and the markets during which it operates, and Cazoo’s projected future outcomes. These forward-looking statements typically are recognized by the phrases “consider,” “mission,” “count on,” “anticipate,” “estimate,” “intend,” “technique,” “future,” “alternative,” “plan,” “could,” “ought to,” “will,” “would,” “will probably be,” “will proceed,” “will seemingly end result,” and related expressions. Ahead-looking statements are predictions, projections and different statements about future occasions which can be primarily based on present expectations and assumptions and, consequently, are topic to dangers and uncertainties. Many components might trigger precise future occasions to vary materially from the forward-looking statements on this communication, together with however not restricted to: (1) the prevalence of any occasion, change or different circumstances that would give rise to the termination of the proposed enterprise mixture; (2) the end result of any authorized proceedings which may be instituted in opposition to AJAX, Cazoo, Newco or others following the announcement of the proposed enterprise mixture and any definitive agreements with respect thereto; (3) the shortcoming to finish the proposed enterprise mixture as a result of failure to acquire approval of the shareholders of AJAX, to acquire financing to finish the proposed enterprise mixture or to fulfill different situations to closing; (4) modifications to the proposed construction of the proposed enterprise mixture which may be required or applicable on account of relevant legal guidelines or rules or as a situation to acquiring regulatory approval of the proposed enterprise mixture; (5) the flexibility to satisfy inventory alternate itemizing requirements following the consummation of proposed enterprise mixture; (6) the chance that the proposed enterprise mixture disrupts present plans and operations of AJAX or Cazoo on account of the announcement and consummation of the proposed enterprise mixture; (7) the flexibility to acknowledge the anticipated advantages of the proposed enterprise mixture, which can be affected by, amongst different issues, competitors, the flexibility of the mixed firm to develop and handle development profitably, keep relationships with clients and suppliers and retain its administration and key staff; (8) prices associated to the proposed enterprise mixture; (9) modifications in relevant legal guidelines or rules and delays in acquiring, opposed situations contained in, or the shortcoming to acquire regulatory approvals required to finish the proposed enterprise mixture; (10) the chance that AJAX, Cazoo or the mixed firm could also be adversely affected by different financial, enterprise, and/or aggressive components; (11) the influence of COVID-19 on Cazoo’s enterprise and/or the flexibility of the events to finish the proposed enterprise mixture; (12) Cazoo’s estimates of bills and profitability and underlying assumptions with respect to shareholder redemptions and buy worth and different changes; and (13) different dangers and uncertainties set forth within the sections entitled “Threat Components” and “Cautionary Notice Relating to Ahead-Wanting Statements” in AJAX’s closing prospectus regarding its preliminary public providing dated October 27, 2020. The foregoing checklist of things just isn’t exhaustive. You must fastidiously think about the foregoing components and the opposite dangers and uncertainties described within the “Threat Components” part of AJAX’s Annual Studies on Kind 10-Ok, Quarterly Studies on Kind 10-Q, and different paperwork filed by AJAX now and again with the SEC and the registration assertion on Kind F-4 and proxy assertion/prospectus mentioned above. These filings establish and deal with different vital dangers and uncertainties that would trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Ahead-looking statements communicate solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and Cazoo, AJAX and Newco assume no obligation and don’t intend to replace or revise these forward-looking statements, whether or not on account of new info, future occasions, or in any other case. None of Cazoo, AJAX or Newco provides any assurance that any of Cazoo, AJAX or Newco will obtain its expectations.
Nothing on this communication ought to be considered a illustration by any person who the forward-looking statements set forth herein will probably be achieved or that any of the contemplated outcomes of such forward-looking statements will probably be achieved.
Any monetary and capitalization info or projections on this communication are forward-looking statements which can be primarily based on assumptions which can be inherently topic to vital uncertainties and contingencies, lots of that are past the management of AJAX, Newco and Cazoo. Whereas such info and projections are essentially speculative, AJAX, Newco and Cazoo consider that the preparation of potential monetary info includes more and more increased ranges of uncertainty the additional out the projection extends from the date of preparation. The assumptions and estimates underlying the projected outcomes are inherently unsure and are topic to all kinds of great enterprise, financial and aggressive dangers and uncertainties that would trigger precise outcomes to vary materially from these contained within the projections. The inclusion of monetary info or projections on this communication shouldn’t be considered a sign that AJAX, Newco or Cazoo, or their respective representatives and advisors, thought-about or think about the data or projections to be a dependable prediction of future occasions.
Cazoo: Lawrence Corridor, Group Communications Director, [email protected]
Brunswick: Chris Blundell / Simone Selzer +44 20 7404 5959 / [email protected]
AJAX: Gagnier Communications, Dan Gagnier / Jeff Mathews +1 646-569-5897 / [email protected]
ICR for Cazoo – [email protected]
Supply: AJAX I