/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES./
MARKHAM,
ON, June 1, 2023 /CNW/ - Pet Valu Holdings
Ltd. ("Pet Valu" or the "Company") (TSX: PET), the
leading Canadian specialty retailer of pet food and pet-related
supplies, announced today that the previously announced secondary
bought deal offering (the "Offering") of 4,690,000 common
shares of the Company (the "Common Shares") by 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.
(collectively, the "Selling Shareholders") at a price of
$32.05 per Common Share, for total
gross proceeds to the Selling Shareholders of approximately
C$150.3 million, has closed.
All net proceeds have been paid directly to the Selling
Shareholders. The Company did not receive any proceeds from the
Offering.
Following the Offering, the Selling Shareholders, in the
aggregate, beneficially own Common Shares representing 47.5% of the
outstanding Common Shares.
The Offering was led by RBC Capital Markets, Barclays Capital
Canada and CIBC Capital Markets, together with a syndicate of
underwriters consisting of National Bank Financial Inc., Raymond
James Ltd., Stifel Nicolaus Canada Inc., TD Securities Inc., ATB
Capital Markets Inc., Cormark Securities Inc. and Laurentian Bank
Securities Inc.
The Common Shares were offered and sold by way of a prospectus
supplement dated May 29, 2023 (the
"Prospectus Supplement") to the Company's short form base
shelf prospectus dated July 22, 2022
filed in each of the provinces and territories of Canada, a copy of which is available under the
Company's profile on SEDAR at www.sedar.com.
The securities under the Offering have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), 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, persons in the United States 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.
Early Warning Report
This additional disclosure is provided pursuant to National
Instrument 62-103 The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues, which also requires a report
to be filed by Roark Capital Partners II AIV AG, L.P. and RCPS
Equity Cayman LP (the "Principal Shareholders") with the
regulatory authorities in each jurisdiction in which the Company is
a reporting issuer containing information with respect to the
following matters (the "Early Warning Report"). The
Principal Shareholders are managed by an affiliate of Roark Capital
Management, LLC.
Prior to the Offering, Roark Capital Partners II AIV AG, L.P.
and RCPS Equity Cayman LP beneficially owned 19,576,335 Common
Shares (representing approximately 27.4% of the outstanding Common
Shares on a non-diluted basis) and 13,868,190 Common Shares
(representing approximately 19.4% of the outstanding Common Shares
on a non-diluted basis), respectively. Following closing of the
Offering, Roark Capital Partners II AIV AG, L.P. and RCPS Equity
Cayman LP beneficially own 17,199,080 Common Shares
(representing approximately 24.1% of the outstanding Common Shares
on a non-diluted basis) and 12,184,105 Common Shares
(representing approximately 17.1% of the outstanding Common Shares
on a non-diluted basis), respectively.
The Principal Shareholders may further purchase, hold, vote,
dispose or otherwise deal in the securities of the Company,
including through derivative or hedge transactions, in such manner
as they deem advisable from time to time, subject to the terms of
the lock-up agreements entered into by the Principal Shareholders
in connection with the Offering and with the investor rights
agreement described in the Company's annual information form, a
copy of which is available under the Company's profile on SEDAR at
www.sedar.com.
For further information and to obtain a copy of the Early
Warning Report to be filed under applicable Canadian securities
laws in connection with the foregoing matters, please see the
Company's profile on SEDAR at www.sedar.com or contact James Allison at (289) 806-4559.
About Pet Valu
Pet Valu is Canada's leading
retailer of pet food and pet-related supplies with over 700
corporate-owned or franchised locations across the country. For
more than 40 years, Pet Valu has earned the trust and loyalty of
pet parents by offering knowledgeable customer service, a premium
product offering and engaging in-store services. Pet Valu's
neighbourhood stores offer more than 7,000 competitively-priced
products, including a broad assortment of premium, super premium,
holistic and award-winning proprietary brands. To learn more,
please visit: www.petvalu.com.
Forward looking and other
cautionary statements
This news release contains "forward-looking information" within
the meaning of applicable securities legislation, which reflects
the Company's current expectations regarding future events.
Forward-looking information is based on a number of assumptions,
and is subject to a number of risks and uncertainties, many of
which are beyond the Company's control. Such risks and
uncertainties include, but are not limited to, the factors
discussed under "Risk Factors" in the Prospectus Supplement. Actual
results could differ materially from those projected herein. Unless
otherwise noted or the context otherwise indicates, the
forward-looking information contained in this news release is
provided as of the date of this news release and Pet Valu does not
undertake any obligation to update such forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required under applicable
securities laws.
SOURCE Pet Valu Canada Inc.