Pet Valu Holdings Ltd. Announces C$150M Secondary Bought Deal Offering

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Press release: Pet Valu

Pet Valu Holdings Ltd., the leading Canadian specialty retailer of pet food and pet-related supplies, has announced that PV Holdings S.à r.l., Roark Capital Partners II AIV AG, L.P., RCPS Equity Cayman LP and Roark Capital Partners Parallel II AIV AG, L.P. have entered into an agreement with a syndicate of underwriters led by RBC Capital Markets, Barclays and CIBC Capital Markets to complete a secondary offering on a bought deal basis. Under the agreement, the underwriters have agreed to purchase 4.69 million common shares of the company at a purchase price of C$32.05 per common share for total gross proceeds to the selling shareholders of approximately C$150 million.

The selling shareholders have granted the underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the offering, to purchase up to an additional 15 percent of the offering at the offering price to cover over-allotments, if any.

The net proceeds of the offering will be paid directly to the selling shareholders. The company will not receive any proceeds from the offering.

The common shares will be offered by way of a prospectus supplement to the short form base shelf prospectus of the company dated July 22, 2022 in all of the provinces and territories of Canada and may also be offered by way of private placement in the United States.

The offering is expected to close on or about June 1, 2023, subject to customary closing conditions.

The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, U.S. Persons (as defined in the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.

The company continues to expect 2023 results to meet expectations as set out in its first quarter 2023 results filed on May 9, 2023.

“Our business is off to a great start in 2023, with strong top-line growth and margins in the first quarter performing in-line with our expectations. We are excited for our growth potential in 2023, and are reaffirming our full year outlook” said Richard Maltsbarger, president and chief executive officer of Pet Valu.