Rover Group, Inc. (NasdaqGM:ROVR) (?Rover? or the ?Company?) announced that it has entered into a definitive agreement to be acquired by private equity funds managed by Blackstone Inc. (NYSE:BX) (?Blackstone?) 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.

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.