- Cazoo, the UK’s leading online car retailer, announces $7.0bn
business combination with AJAX I.
- Cazoo is one of Europe’s fastest growing digital businesses,
growing 300%+ year-over-year, with expected 2021 revenues
approaching $1bn.
- Europe’s used car market is $700bn opportunity with <2%
online, ripe for digital transformation.
- Cazoo has an unparalleled user experience with 80+ NPS and
market-leading brand awareness.
- Cazoo has a world class team, led by Founder & CEO Alex
Chesterman OBE and the transaction will accelerate growth across
Europe including subscription model, brand & vertical
infrastructure.
- Founded in 2018 by Alex Chesterman, who will continue to lead
Cazoo, the business has grown to a team of 1,800+ across UK,
Germany, France and Portugal. Dan Och will join Cazoo’s Board.
- Transaction expected to provide $1,605m in gross proceeds
including $805m cash in trust from AJAX I and an $800m PIPE led by
the AJAX sponsors and D1 Capital Partners and joined by new and
existing investors including Altimeter, funds & accounts
managed by BlackRock, Counterpoint Global (Morgan Stanley) and
Fidelity Management and Research Company LLC, Marcho Partners,
Mubadala Capital, Pelham Capital, Senator Investment Group and
Spruce House Partnership.
Cazoo Holdings Limited (“Cazoo” or “the Company”), the UK’s
leading online car retailer with a fast-growing presence in Europe,
which makes buying a car as simple and seamless as purchasing any
other product online, and AJAX I (“AJAX”) (NYSE: AJAX), a
publicly-traded special purpose acquisition company (“SPAC”), today
announced the signing of a definitive business combination
agreement.
AJAX is a $805m SPAC, founded by renowned US investor Dan Och in
partnership with Glenn Fuhrman and a team of strategic advisors
including the founders of Chipotle, Instagram, Square and 23andMe.
Upon closing of the transaction, the combined company will be named
Cazoo and will be listed on the New York Stock Exchange under the
new ticker symbol “CZOO”.
Cazoo is pioneering the shift to online car buying in Europe and
since being founded in 2018, has delivered over 20,000 cars to
consumers across the UK who have embraced the selection,
transparency and convenience of buying quality used cars entirely
online. Following its recent acquisitions, Cazoo is also now
Europe’s leading car subscription player with over 6,000
subscribers across the UK, Germany and France.
Cazoo has developed a market leading platform and brand with a
fully integrated model where it owns and reconditions all its cars
before offering them for sale on its website for either delivery or
collection in as little as 72 hours. Already the leading online car
retailer in the UK, Cazoo has begun its international expansion as
it seeks to digitally disrupt the $700bn European used car market
which remains overwhelmingly offline.
As one of Europe’s fastest-growing businesses, Cazoo expects to
achieve revenues approaching $1bn in 2021, a growth rate of more
than 300% in its second full year of operations and has already
built a team of over 1,800 across the UK, Germany, France and
Portugal. The company will continue to be led by its Founder &
CEO, Alex Chesterman OBE, along with its world class management
team. AJAX’s founder, Dan Och, will join the combined company’s
Board of Directors.
This transaction will support Cazoo’s mission to continue to
transform the car buying experience across Europe, with the
proceeds funding the further build out of its brand and
infrastructure. With its best-in-class and unique consumer
proposition and fully integrated model, Cazoo is well positioned to
take advantage of the shift to online car buying and disrupt the
huge and highly fragmented European car buying market.
Alex Chesterman OBE, Founder & CEO of Cazoo,
commented, “This announcement is another major milestone in our
continued drive to transform the way people buy cars across Europe.
We have created the most comprehensive and fully integrated
offering in the largest retail sector which currently has very low
digital penetration. This deal will provide us with almost $1
billion of further funds to fuel our growth and I am delighted to
be partnering with Dan and his team at AJAX to rapidly expand and
deliver the best car buying experience to consumers across
Europe.”
Dan Och, Founder of AJAX said, “We are incredibly excited
to have the opportunity to partner with Alex and the exceptional
team at Cazoo. Alex has proven to be one of Europe’s most
successful serial entrepreneurs and we are proud to be supporting
the growth of this world-class team, brand and platform. With their
constant focus on innovation, data and customer satisfaction, I
have no doubt that Cazoo is going to continue to lead the way in
this massive, untapped market opportunity and am looking forward to
joining the Board of Cazoo and working with Alex and his team.”
Daniel Sundheim, Founder & CIO of D1 Capital Partners
said, "As a long-term investor in Cazoo and believer in its
leadership team, we are pleased to continue supporting Cazoo's
growth as a public company. While Cazoo had many options for
funding its strategy, its decision to merge with AJAX and join with
Dan Och and other renowned partners was a good one that will have
positive implications for the company and its future."
Cazoo Investment Highlights
- Significant $700bn TAM opportunity: UK & European
highly fragmented used car markets are ripe for digital disruption
with no dealer group having more than 5% market share
- Hypergrowth: over 20,000 cars already delivered in UK
with annual run-rate revenues exceeding $600m in the first quarter
of 2021. Cazoo expects revenues approaching $1 billion in 2021,
growing 300%+ YoY with positive and scaling unit economics and
multi-year high growth rate ahead
- Efficient model with clear growth drivers: increasing
online buying adoption, multiple ancillary revenue opportunities,
subscription service, new cars and market share gains in UK and
Europe
- Market-leading proposition and execution: fully
integrated model with in-house reconditioning & logistics,
leveraging proprietary data and technology to underpin growth and
profitability
- World-class team: unrivalled track record, led by Alex
Chesterman OBE, one of Europe’s most successful serial founders and
digital entrepreneurs
- M&A expertise: significant experience and background
in executing game-changing M&A deals and strategic
partnerships
Transaction Overview The transaction values the combined
company at a pro forma enterprise value of approximately $7.0
billion and a pro forma equity value of approximately $8.1 billion.
The transaction includes up to $805 million AJAX cash in trust,
assuming no redemptions by AJAX shareholders, and an $800 million
fully committed PIPE at $10.00 per share led by the AJAX sponsors
and D1 Capital Partners and joined by new and existing investors
including Altimeter, funds & accounts managed by BlackRock,
Counterpoint Global (Morgan Stanley) and Fidelity Management and
Research Company LLC, Marcho Partners, Mubadala Capital, Pelham
Capital, Senator Investment Group and Spruce House Partnership. The
AJAX sponsor team, led by Dan Och, and including Glenn Fuhrman,
Steve Ells, Jim McKelvey, Kevin Systrom and Anne Wojcicki have
personally committed $200 million to the PIPE.
Assuming no redemptions and after accounting for cash proceeds
payable to the existing Cazoo shareholders, the transaction will
deliver approximately $1.0 billion in gross cash proceeds to the
combined company, enabling Cazoo to further build out its brand and
infrastructure and supporting Cazoo’s mission to continue to
transform the car buying experience across Europe. Assuming no
redemptions by AJAX shareholders, Cazoo’s existing shareholders
will hold approximately 79% of the shares of the combined company
on closing.
The Boards of Directors of Cazoo and AJAX have unanimously
approved this transaction. The transaction requires the approval of
the shareholders of AJAX and Cazoo, and is subject to other
customary closing conditions, including the receipt of certain
regulatory approvals. The transaction is expected to close in the
third quarter of 2021.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by AJAX with the Securities and Exchange Commission
(“SEC”) and will be available on the Cazoo website at
www.cazoo.co.uk/investors and at the SEC’s website at
www.sec.gov.
Advisors Credit Suisse International and Goldman Sachs
International are acting as lead financial advisors to Cazoo. Numis
is also acting as financial advisor to Cazoo. Freshfields Bruckhaus
Deringer is acting as legal counsel to Cazoo.
J.P. Morgan Securities LLC is acting as financial advisor to
AJAX I. PJT is also a financial advisor to AJAX I. Citigroup is
acting as capital markets advisor to AJAX I. Goldman Sachs
International is acting as lead placement agent on the PIPE.
Citigroup and J.P. Morgan Securities LLC are also acting as
placement agents on the PIPE. Kirkland & Ellis LLP is acting as
legal counsel to AJAX I.
Investor Conference Call Information AJAX and Cazoo will
host a joint investor conference call to discuss the proposed
transaction on March 29, 2021 at 02.00 ET/07.00 UK. Interested
parties may listen to the prepared remarks call via telephone by
dialing 1-844-512-2921, or for international callers,
1-412-317-6671 or listen to the webcast here:
http://public.viavid.com/index.php?id=144120
About Cazoo - www.cazoo.co.uk Cazoo’s mission is to
transform the car buying experience for consumers across Europe by
providing better selection, quality, transparency, convenience and
peace of mind. Cazoo aims to make buying a car no different to any
other product online today, where consumers can simply and
seamlessly purchase, finance or subscribe to a car entirely online
for either delivery or collection in as little as 72 hours. Cazoo
was founded in 2018 by serial entrepreneur Alex Chesterman OBE, has
a highly experienced management team and is backed by some of the
leading global technology investors.
About AJAX – www.ajaxcap.com AJAX is a blank check
company whose purpose is 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 Dan 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).
Additional information and Where to Find It This
communication relates to a proposed business combination among
Cazoo Holdings Limited (“Cazoo”), AJAX I (“AJAX”) and Capri Listco
(“Newco”). In connection with the proposed business combination
Newco intends to file a registration statement on Form F-4 that
will include a proxy statement of AJAX in connection with AJAX’s
solicitation of proxies for the vote by AJAX’s shareholders with
respect to the proposed business combination and a prospectus of
Newco. The proxy statement/prospectus will be sent to all AJAX
shareholders and Newco and AJAX will also file other documents
regarding the proposed business combination with the SEC. This
communication does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the business combination. Before making any
voting or investment decision, investors and security holders are
urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed business
combination as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC by AJAX and Newco through the website maintained by the SEC
at www.sec.gov. In addition, the documents filed by AJAX may be
obtained free of charge from AJAX’s website at https://ajaxcap.com
or by written request to AJAX at 667 Madison Avenue, New York, NY
10065 and documents filed by Cazoo may be obtained free of charge
from Cazoo’s website at https://www.cazoo.co.uk or by written
request to Cazoo at 41-43 Chalton St, Somers Town, London NW1 1JD,
United Kingdom.
Participants in Solicitation AJAX, Newco and Cazoo and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from AJAX’s
shareholders with respect to the proposed business combination. You
can find information about AJAX’s directors and executive officers
and their ownership of AJAX’s securities in AJAX’s final prospectus
relating to its initial public offering, dated October 27, 2020,
which was filed with the SEC on October 28, 2020 and is available
free of charge at the SEC’s web site at www.sec.gov. Additional
information regarding the participants in the solicitation of
proxies from AJAX’s shareholders and their direct and indirect
interests will be included in the proxy statement/prospectus for
the proposed business combination when it becomes available.
Shareholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
No Offer or Solicitation This communication does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange any securities, or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale or exchange
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act, or an exemption
therefrom.
Forward-Looking Statements This communication contains
certain forward-looking statements within the meaning of the
federal securities laws with respect to the proposed business
combination, including statements regarding the benefits of the
transaction, the anticipated timing 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 occurrence of
any event, change or other circumstances that could give rise to
the termination of the proposed business combination; (2) the
outcome of any legal proceedings that may be instituted against
AJAX, Cazoo, Newco or others following the announcement of the
proposed business combination and any definitive agreements with
respect thereto; (3) the inability to complete the proposed
business combination due to the failure to obtain approval of the
shareholders of AJAX, to obtain financing to complete the proposed
business combination or to satisfy other conditions to closing; (4)
changes to the proposed structure of the proposed business
combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the proposed business combination; (5) the
ability to meet stock exchange listing standards following the
consummation of proposed business combination; (6) the risk that
the proposed business combination disrupts current plans and
operations of AJAX or Cazoo as a result of the announcement and
consummation of the proposed business combination; (7) the ability
to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (8) costs
related to the proposed business combination; (9) changes in
applicable laws or regulations and delays in obtaining, adverse
conditions contained in, or the inability to obtain regulatory
approvals required to complete the proposed business combination;
(10) the possibility that AJAX, Cazoo or the combined company may
be adversely affected by other economic, business, and/or
competitive factors; (11) the impact of COVID-19 on Cazoo’s
business and/or the ability of the parties to complete the proposed
business combination; (12) Cazoo’s estimates of expenses and
profitability and underlying assumptions with respect to
shareholder redemptions and purchase price and other adjustments;
and (13) other risks and uncertainties set forth in the sections
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in AJAX’s final prospectus relating to
its initial public offering dated October 27, 2020. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of AJAX’s Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and other documents
filed by AJAX from time to time with the SEC and the registration
statement on Form F-4 and proxy statement/prospectus discussed
above. 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, AJAX and Newco assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. None of Cazoo, AJAX or Newco gives any assurance that
any of Cazoo, AJAX or Newco will achieve its expectations.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved.
Any financial and capitalization information or projections in
this communication are forward-looking statements that are based on
assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond the
control of AJAX, Newco and Cazoo. While such information and
projections are necessarily speculative, AJAX, Newco and Cazoo
believe that the preparation of prospective financial information
involves increasingly higher levels of uncertainty the further out
the projection extends from the date of preparation. The
assumptions and estimates underlying the projected results are
inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the projections. The inclusion of financial
information or projections in this communication should not be
regarded as an indication that AJAX, Newco or Cazoo, or their
respective representatives and advisors, considered or consider the
information or projections to be a reliable prediction of future
events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210328005028/en/
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
Investor Relations: ICR for Cazoo - cazoo@icrinc.com
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