Rover Group to be acquired by Blackstone for $11.00 per share in cash

Rover Group (ROVR) has entered into a definitive agreement to be acquired by private equity funds managed by Blackstone (BX) in an all-cash transaction valued at approximately $2.3 billion. Under the terms of the agreement, Rover stockholders will receive $11.00 per share in cash, representing a premium of approximately 61% to the volume weighted average share price of Rover’s Class A common stock over the 90 trading days ending on November 28, 2023. Rover was created to provide an alternative to relying on friends, family, neighbors, and/or boarding facilities for pet care when traveling away from home. Over the years, offerings on Rover have grown to include five core services addressing daytime and overnight needs. From its inception through September 30, 2023, over 93 million services have been booked by more than 4 million pet parents on Rover with more than 1 million pet care providers paid across North America and Europe. Through its platform and mobile app, pet parents can easily discover, book, re-book, pay, and review loving pet care providers online. Rover eliminates many of the barriers of pet ownership, enabling the Company’s mission to make it possible for everyone to experience the unconditional love of pets. Rover’s partnership with Blackstone reflects a shared belief in the future growth potential of the industry and long-term vision to build on Rover’s leadership position in the market. Blackstone’s investment aims to help enable Rover to further accelerate investment priorities, expand its global footprint, and fuel expansion initiatives. The merger agreement includes a customary 30-day “go-shop” period expiring on December 29, 2023. During this period, Rover and its advisors will be permitted to solicit, consider and negotiate alternative acquisition proposals from third parties. The Rover board of directors will have the right to terminate the merger agreement to enter into a superior proposal, subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” process will or will not result in a superior proposal, and Rover does not intend to disclose related developments unless and until it determines that such disclosure is appropriate or otherwise required. The transaction is currently expected to close in the first quarter of 2024, subject to the approval of Rover’s stockholders and the satisfaction of required regulatory clearances and other customary closing conditions. The Rover board of directors approved the merger agreement and recommended that Rover stockholders approve the transaction and adopt the merger agreement. 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.