Cazoo Holdings Limited, a UK online car retailer, and Ajax I, a publicly-traded special purpose acquisition company, today announced the signing of a definitive business combination agreement.
Ajax is founded by 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.”
Och 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.”
Alex Chesterman OBE, founder and 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.”
Daniel Sundheim, founder and 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.”
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.
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.