Cazoo to Become Listed on NYSE through $7.0 Billion Business Combination with AJAX I

• 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.

London and New York – March 29, 2021 – 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: