Press release: OurPet’s Company
OurPet’s Company, a leading proprietary pet supply company, announced the signing on December 18, 2018 of a definitive merger agreement (the “Merger Agreement”) with wholly-owned subsidiaries of Hyper Pet LLC (“Hyper Pet”), a leading pet hardgoods and treats company for over 30 years which is located in Wichita, KS.
Under the terms of the Merger Agreement, subject to the satisfaction of the terms and conditions set forth therein, Hyper Pet has agreed to acquire all of the shares of OurPet’s common stock (the “Common Stock”) outstanding immediately prior to the effective time of the merger for $1.00 per share. The purchase price represents a premium of approximately 53.8% over the closing per share price of the Common Stock as of December 18, 2018.
Dr. Steven Tsengas, the President and Chief Executive Officer of OurPet’s, commented, “This merger validates the Company’s deep intellectual property portfolio, established brand equity, and diverse customer base. In partnering with Hyper Pet, we maintain our dedication to developing and marketing high quality, innovative products for improving the health, safety, comfort and enjoyment of pets.”
Tim Blurton, CEO of Hyper Pet, added, “We are very excited about the potential of bringing together these two great companies. Both have a history and reputation for bringing a broad range of innovative products to market to help families enjoy their pets. Adding the strength of OurPet’s in the cat category to the historic strength of Hyper Pet in the dog category will now enable us to provide a comprehensive range of products to all pet owners.”
Subject to the satisfaction of the terms and conditions set forth in the Merger Agreement, upon the closing of the transaction, holders of the Common Stock will receive $1.00 in cash for each share of Common Stock held immediately prior to the effective time of the merger.
The transaction is structured as a merger of the Company with a newly-formed subsidiary of Hyper Pet, as a result of which the Company will become a wholly-owned subsidiary of Hyper Pet.
Entry into the Merger Agreement followed the unanimous approval by the Company’s Board of Directors. A “no shop” clause in the definitive Merger Agreement restricts the Company’s ability to solicit acquisition proposals from third parties and its ability to provide non-public information to, and engage in discussions or negotiations with, third parties regarding acquisition proposals.
A proxy statement will be filed with the Securities and Exchange Commission (“SEC”), which will describe the proposed merger. Completion of the transaction is subject to, among other things, effectiveness of the proxy statement, conversion of all of the Company’s outstanding preferred stock into shares of Common Stock as well as the approval of the stockholders of the Company and satisfaction of customary closing conditions. The Company and Hyper Pet currently expect to complete the transaction in the first quarter of 2019, although there can be no assurance that the transaction will close at such time, if at all.
Falls River Group, LLC is serving as exclusive financial advisor to the Company. Boenning & Scattergood provided a fairness opinion to the Company’s Board of Directors. Kohrman Jackson & Krantz LLP is serving as legal counsel to the Company in connection with the transaction.
DLA Piper LLP (US) is serving as legal counsel for Hyper Pet in connection with the transaction.