SEATTLE – Rover Group Inc., which operates an online pet care marketplace, will be acquired by private equity funds managed by Blackstone in an all-cash transaction valued at approximately $2.3 billion.
“We are thrilled for this next chapter in the Rover story and look forward to the partnership with the Blackstone team, who share our conviction, excitement and strategic vision,” said Aaron Easterly, co-founder and CEO of Rover. “Blackstone brings deep expertise in partnering with innovative technology companies, and with their support and collaboration, we plan to continue investing in our business in service of our mission to make it possible for everyone to experience the unconditional love of a pet in their lives. This transaction delivers immediate and compelling value to Rover stockholders, and is a testament to the commitment and hard work of our team and an exciting milestone for Rover.”
Under terms of the definitive agreement, Rover (NASDAQ: ROVR) stockholders will receive $11 per share in cash. The price represents 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 Nov. 28.
Sachin Bavishi, a Senior Managing Director at Blackstone, said, “We are excited to partner with Aaron and the exceptional Rover team, whose vision, creativity and data-driven approach have built the Company into an industry leader. Our investment highlights Blackstone’s high-conviction focus on backing rapidly growing digital businesses and supporting talented entrepreneurs with extensive resources to take advantage of transformational growth opportunities. We look forward to working with Rover as they continue working to drive innovation for pet owners and providers.”
Tushar Gupta, a Principal at Blackstone, added, “We believe Rover has a significant runway for growth as pet owners increasingly place a premium on high-quality care, flexibility and convenience. We look forward to partnering with management to build upon their leading online marketplace and leveraging Blackstone’s extensive expertise and resources to support the Company’s continued expansion as a private company.”
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.
Transaction Terms
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.
Advisors
Goldman Sachs & Co. LLC is acting as lead financial advisor to Rover, and Centerview Partners LLC is also acting as a financial advisor to Rover and delivered a fairness opinion to Rover’s Board of Directors with respect to the proposed transaction. Wilson Sonsini Goodrich & Rosati, Professional Corporation is acting as legal counsel to Rover.
Evercore is acting as lead financial advisor and Moelis & Company LLC is also acting as a financial advisor to Blackstone, and Kirkland & Ellis LLP is acting as legal counsel to Blackstone.
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.
About Blackstone
Blackstone is the world’s largest alternative asset manager. We seek to create positive economic impact and long-term value for our investors. We do this by relying on extraordinary people and flexible capital to help strengthen the companies we invest in. Our over $1 trillion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, infrastructure, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow @blackstone on LinkedIn, X (Twitter), and Instagram.
