Pet Valu Holdings Ltd. Announces Closing of C$576 Million Secondary Bought Deal Offering

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MARKHAM, Ontario, June 09, 2025 (GLOBE NEWSWIRE) -- 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 19,969,450 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 C$28.85 per Common Share, for total gross proceeds to the Selling Shareholders of approximately C$576 million, has closed.

All net proceeds have been paid directly to the Selling Shareholders. The Company did not receive any proceeds from the Offering.

The Offering was led by RBC Capital Markets and CIBC Capital Markets, who acted as joint bookrunners.

The Common Shares were offered and sold by way of a prospectus supplement dated June 5, 2025 to the Company’s short form base shelf prospectus dated August 15, 2024 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.sedarplus.ca.

As a result of the Offering, the Selling Shareholders have no remaining equity interest in the Company. Consequently, the investor rights agreement (the "Investor Rights Agreement") between the Company and the Selling Shareholders, which provided the Selling Shareholders with certain contractual rights related to, among other things, the nomination of directors of the Company, has terminated in accordance with its terms.

Clayton Harmon, Patrick Hillegass and Kevin Hofmann were nominees of the Selling Shareholders on the board of directors of the Company pursuant to the Investor Rights Agreement. In connection with the termination of the Investor Rights Agreement, Clayton Harmon has resigned as a director, effective June 9, 2025, and Patrick Hillegass and Kevin Hofmann will continue as directors of the Company pending identification by the board of directors of suitable replacement directors.

The Common Shares 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 Common Shares 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 10,122,057 Common Shares (representing approximately 14.8% of the outstanding Common Shares on a non-diluted basis) and 7,170,630 Common Shares (representing approximately 10.5% 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 no longer own or control, directly or indirectly, any Common Shares.

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.sedarplus.ca 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 800 corporate-owned or franchised locations across the country. For more than 45 years, Pet Valu has earned the trust and loyalty of pet parents by offering knowledgeable customer service, an extensive product offering and engaging in-store services. Through its local neighbourhood stores and digital platform, Pet Valu offers more than 10,000 competitively-priced products, including a broad assortment of exclusive, holistic and award-winning proprietary brands. The Company is headquartered in Markham, Ontario, and has distribution centres in Brampton, Ontario, Surrey, British Columbia and Calgary, Alberta. Its shares trade on the Toronto Stock Exchange (TSX: PET). To learn more, please visit: www.petvalu.ca.

Forward-Looking Information

Some of the information contained in this press release is forward-looking information. Forward-looking information is provided as at the date of this press release and is based on management's opinions, estimates and assumptions in light of its experience and perception of historical trends, current trends, current conditions and expected future developments, as well as other factors that management believes appropriate and reasonable in the circumstances. Such forward-looking information is intended to provide information about management's current expectations and plans, and may not be appropriate for other purposes. Pet Valu does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. Actual results and the timing of events may differ materially from those anticipated in the forward-looking information as a result of various factors and assumptions, and subject to the risks as set out in the Company's annual information form dated March 3, 2025 and as discussed under "Risk Factors" in the prospectus supplement and short form base shelf prospectus.

For more information:

Investor Contact:

James Allison, Senior Director, Investor Relations

investors@petvalu.com
289-806-4559