PetIQ, Inc. (“PetIQ” or the “Company”) (Nasdaq: PETQ), a leading
pet medication, health and wellness company, and Bansk Group
(“Bansk”), a consumer-focused private investment firm dedicated to
building distinctive consumer brands, today announced that PetIQ
entered into a definitive agreement (the “Agreement”) pursuant to
which Bansk Group will acquire all of the outstanding shares of
PetIQ’s common stock for $31.00 per share, in an all-cash
transaction valued at approximately $1.5 billion. PetIQ’s Board of
Directors (the “Board”) has approved the Agreement, which
represents a premium of approximately 41% to the 30-day
volume-weighted average stock price as of August 6, 2024, the last
trading day prior to announcement of the transaction, and a premium
of approximately 51% to the closing stock price on that date.
Cord Christensen, Founder, Chairman and CEO of PetIQ, commented,
“On behalf of PetIQ's Board of Directors, we are thrilled to
announce the execution of a definitive agreement with Bansk Group
at a substantial premium for PetIQ stockholders. After a
comprehensive assessment of the offer with the assistance of our
outside advisors, the Board has determined that this transaction
represents an attractive outcome for PetIQ and our
stockholders.”
Christensen concluded, “Our growth and success over the last 14
years is a testament to our emphasis on long-term,
strategic decision making, while operating our business in the
interest of all stakeholders. We are excited to partner with
Bansk Group and to utilize their extensive operational and
brand-building experience, including their direct expertise of
managing consumer health products for over four decades. This
transaction provides us with an incredible opportunity to
continue to execute on our strategy of providing pet parents
convenient access to affordable pet healthcare
while accelerating many longer-term
growth initiatives.”
“Cord and the entire PetIQ team have done a fantastic job
developing a comprehensive pet health and wellness platform that
offers effective and accessible solutions for pet owners,” said
Chris Kelly, Senior Partner of Bansk Group. “We are thrilled to
partner with the PetIQ team and look forward to leveraging our
expertise in building distinct, trusted consumer brands to support
the Company’s continued success.”
Bart Becht, Senior Partner and Chairman of Bansk Group added,
“As longtime investors in the consumer health and wellness space,
we believe PetIQ has developed a portfolio of uniquely
differentiated brands in the very attractive pet health and
wellness category. We look forward to working with the talented
PetIQ team to support their strong momentum, including through
investments in enhanced capabilities and offerings as well as
through strategic acquisitions.”
Transaction Details
The proposed transaction is expected to close in
the fourth quarter of 2024, subject to the approval of PetIQ
stockholders and the satisfaction of other customary closing
conditions, including expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976. The PetIQ Board recommends that PetIQ stockholders
vote in favor of the proposed transaction at the special meeting of
stockholders to be held in connection with the agreement. The
proposed transaction is not subject to any financing
conditions.
Upon completion of the proposed transaction,
PetIQ’s common stock will no longer be listed on the NASDAQ Stock
Market, and PetIQ will be privately held and continue to be
operated independently by the Company’s executive team.
Advisors
Jefferies LLC is serving as financial advisor
and Cooley LLP is serving as legal counsel to PetIQ. Davis Polk
& Wardwell LLP is serving as legal counsel to Bansk Group.
For further information regarding the
transaction, please see PetIQ's Current Report on Form 8-K, which
will be filed in connection with this announcement.
About PetIQ
PetIQ is a leading pet medication, health and wellness company
delivering a smarter way for pet parents to help their pets live
their best lives through convenient access to affordable products
and veterinary services. The Company's product business engages
with pet parents through retail and e-commerce sales channels with
its branded and distributed pet medications as well as health and
wellness items. PetIQ manufactures and distributes pet products
from its world-class facilities in Omaha, Nebraska, Springville,
Utah and Daytona Beach, Florida. The Company’s veterinarian
services offering operates in over 2,600 mobile community clinic
locations and wellness centers hosted at retail partners in 39
states. PetIQ believes that pets are an important part of the
family and deserve the best products and care we can provide
them.
About Bansk Group
Founded in 2019, Bansk Group is a New York-based private
investment firm focused on investing in and building distinctive
consumer brands. The firm partners with differentiated brands
across four primary consumer categories: beauty & personal
care, consumer health, food & beverage, and household
products.
Over their careers with Bansk and elsewhere, Bansk's tenured
group of investors and operators have been involved in more than
$30 billion of equity capital investments across more than 40
transactions with some of the most innovative and well-known
consumer companies in the world. With extensive investment
experience in the consumer products industry, a global network of
relationships, and a tested value creation playbook, Bansk seeks to
partner with exceptional founders and management teams to drive
outsized organic and acquisitive growth and position brands for
enduring long-term success in the evolving consumer landscape. For
more information, please visit www.banskgroup.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of PetIQ, Inc. (the "Company")
by Gula Buyer Inc. ("Parent") pursuant to the Agreement and Plan of
Merger, dated as of August 7, 2024, by and among the Company,
Parent and Gula Merger Sub Inc. The Company intends to file with
the SEC and furnish to its stockholders a proxy statement on
Schedule 14A, as well as other relevant documents concerning the
proposed transaction. The proxy statement will contain important
information about the proposed transaction and related
matters. Investors and security holders of the Company
are urged to carefully read the entire proxy statement (including
any amendments or supplements thereto) when it becomes available
because it will contain important information about the proposed
transaction. A definitive proxy statement will be sent to
the stockholders of the Company seeking any required stockholder
approvals. Investors and security holders of the Company will be
able to obtain a free copy of the proxy statement, as well as other
relevant filings containing information about the Company and the
proposed transaction, including materials that will be incorporated
by reference into the proxy statement, without charge, at the SEC’s
website (http://www.sec.gov) or from the Company by contacting the
Company’s Investor Relations at 208-513-1513, by email at
investor.relations@petiq.com, or by going to the Company’s Investor
Relations page on its website at https://ir.petiq.com/ and clicking
on the link under “Financial Information” titled “SEC Filings.”
Participants in the Solicitation
The Company and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding the interests of the Company’s directors and executive
officers and their ownership of the Company’s common stock is set
forth in the Company’s annual report on Form 10-K filed with the
SEC on February 29, 2024 and the Company’s proxy statement on
Schedule 14A filed with the SEC on April 19, 2024. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests in the
proposed transaction, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC in connection with the proposed transaction.
Copies of these documents may be obtained, free of charge, from the
SEC or the Company as described in the preceding paragraph.
Notice Regarding Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,”
“could” or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not
limited to, statements regarding the benefits of and timeline for
closing the proposed transaction with the Bansk Group. These
statements are based on various assumptions, whether or not
identified in this communication, and on the current expectations
of Company management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and may differ from assumptions. Many actual
events and circumstances are beyond the control of the Company.
These forward-looking statements are subject to a number of risks
and uncertainties, including the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of
the proposed transaction that could delay the consummation of the
proposed transaction or cause the parties to abandon the proposed
transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement entered into in connection with the proposed transaction;
the possibility that the Company’s stockholders may not approve the
proposed transaction; the risk that the parties to the merger
agreement may not be able to satisfy the conditions to the proposed
transaction in a timely manner or at all; risks related to
disruption of management time from ongoing business operations due
to the proposed transaction; the risk that any announcements
relating to the proposed transaction could have adverse effects on
the market price of the common stock of the Company; the risk of
any unexpected costs or expenses resulting from the proposed
transaction; the risk of any litigation relating to the proposed
transaction; and the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of the
Company to retain and hire key personnel and to maintain
relationships with customers, vendors, partners, employees,
stockholders and other business relationships and on its operating
results and business generally. Further information on factors that
could cause actual results to differ materially from the results
anticipated by the forward-looking statements is included in the
Company’s Annual Report on Form 10‑K for the fiscal year ended
December 31, 2023, Quarterly Reports on Form 10‑Q, Current Reports
on Form 8‑K and other filings made by the Company from time to time
with the Securities and Exchange Commission. These filings, when
available, are available on the investor relations section of the
Company’s website at https://ir.petiq.com/ or on the SEC’s website
at https://www.sec.gov. If any of these risks materialize or any of
these assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that the Company
presently does not know of or that the Company currently believes
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. The
forward-looking statements included in this communication are made
only as of the date hereof. The Company assumes no obligation and
does not intend to update these forward-looking statements, except
as required by law.
Contacts: PetIQInvestors:
katie.turner@petiq.com or 208.513.1513Media: kara.schafer@petiq.com
or 407.929.6727
Bansk GroupMedia: Woomi Yun / Erik CarlsonJoele
Frank, Wilkinson Brimmer Katcher+1 (212) 355-4449
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