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SERVICES OR DISSEMINATION IN THE UNITED
STATES./
MARKHAM, ON, Sept. 28, 2021 /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 7,000,000 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 $32.25 per Common Share, for total gross proceeds
to the Selling Shareholders of approximately C$226 million, has closed.
All net proceeds have been paid directly to the Selling
Shareholders. The Company did not receive any proceeds of the
Offering.
The Offering was led by RBC Capital Markets, Barclays and CIBC
Capital Markets (the "Lead Underwriters"), together with a
syndicate of underwriters consisting of National Bank Financial
Inc., TD Securities Inc., ATB Capital Markets Inc., Laurentian Bank
Securities Inc. and Raymond James Ltd. (collectively, the
"Underwriters").
The Common Shares were offered and sold by way of a final short
form prospectus dated September 23,
2021 (the "Prospectus") 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, 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.
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 25,747,566 Common
Shares (representing approximately 36.8% of the outstanding Common
Shares on a non-diluted basis) and 18,239,988 Common Shares
(representing approximately 26.1% 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 22,199,425 Common Shares (representing
approximately 31.7% of the outstanding Common Shares on a
non-diluted basis) and 15,726,429 Common Shares (representing
approximately 22.5% 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 Company's initial public offering and the
investor rights agreement, each as described in the Company's
supplemented PREP prospectus dated June 23,
2021, 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 600
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 short form prospectus. 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.