PetIQ, Inc. Enters into Definitive Agreement to be Acquired by Bansk Group
PetIQ, Inc. (Nasdaq: PETQ), a leading pet medication and wellness company, has entered into a definitive agreement to be acquired by Bansk Group for $31.00 per share in an all-cash transaction valued at approximately $1.5 billion. This represents a 41% premium to the 30-day volume-weighted average stock price and a 51% premium to the closing price on August 6, 2024.
The transaction, approved by PetIQ's Board of Directors, is expected to close in Q4 2024, subject to stockholder approval and regulatory conditions. Upon completion, PetIQ will become privately held and continue to operate independently under its current executive team. Bansk Group aims to leverage its expertise in building consumer brands to support PetIQ's growth initiatives in the pet health and wellness category.
PetIQ, Inc. (Nasdaq: PETQ), una delle principali aziende di farmaci e benessere per animali domestici, ha raggiunto un accordo definitivo per essere acquisita da Bansk Group per 31,00 dollari per azione in un'operazione completamente in contante del valore di circa 1,5 miliardi di dollari. Questo rappresenta un premio del 41% rispetto al prezzo medio ponderato per volume delle azioni negli ultimi 30 giorni e un premio del 51% rispetto al prezzo di chiusura del 6 agosto 2024.
L'operazione, approvata dal Consiglio di Amministrazione di PetIQ, dovrebbe concludersi nel quarto trimestre del 2024, soggetta all'approvazione degli azionisti e alle condizioni normative. Una volta completata, PetIQ diventerà un'azienda privata e continuerà a operare in modo indipendente sotto il suo attuale team esecutivo. Bansk Group intende sfruttare la propria esperienza nella costruzione di marchi di consumo per sostenere le iniziative di crescita di PetIQ nel settore della salute e del benessere degli animali domestici.
PetIQ, Inc. (Nasdaq: PETQ), una de las principales compañías de medicamentos y bienestar para mascotas, ha llegado a un acuerdo definitivo para ser adquirida por Bansk Group por 31,00 dólares por acción en una transacción totalmente en efectivo valorada en aproximadamente 1.5 mil millones de dólares. Esto representa un premio del 41% sobre el precio promedio ponderado por volumen de las acciones durante los últimos 30 días y un premio del 51% respecto al precio de cierre del 6 de agosto de 2024.
La transacción, aprobada por la Junta Directiva de PetIQ, se espera que se cierre en el cuarto trimestre de 2024, sujeta a la aprobación de los accionistas y a condiciones regulatorias. Una vez completada, PetIQ se convertirá en una empresa privada y continuará operando de manera independiente bajo su actual equipo ejecutivo. Bansk Group tiene como objetivo aprovechar su experiencia en la creación de marcas de consumo para apoyar las iniciativas de crecimiento de PetIQ en la categoría de salud y bienestar de mascotas.
PetIQ, Inc. (Nasdaq: PETQ), 주요 애완동물 약품 및 웰빙 기업이 Bansk Group에 의해 인수되는 최종 합의서에 서명했습니다. 인수가는 주당 31.00달러로, 약 15억 달러에 해당하는 전액 현금 거래입니다. 이는 최근 30일간의 거래량 가중 평균 주가 대비 41% 프리미엄이며, 2024년 8월 6일의 종가 대비 51% 프리미엄에 해당합니다.
이 거래는 PetIQ 이사회의 승인을 받았으며, 2024년 4분기에 종료될 예정이며, 주주 승인 및 규제 조건을 준수해야 합니다. 완료 후, PetIQ는 개인 회사가 되어 현재의 경영진 아래 독립적으로 운영을 지속할 것입니다. Bansk Group은 소비자 브랜드 구축에 대한 경험을 활용하여 PetIQ의 애완동물 건강 및 웰빙 분야의 성장 이니셔티브를 지원할 계획입니다.
PetIQ, Inc. (Nasdaq: PETQ), une entreprise leader dans le domaine des médicaments et du bien-être des animaux de compagnie, a conclu un accord définitif pour être acquise par Bansk Group pour 31,00 dollars par action dans le cadre d'une transaction entièrement en espèces d'une valeur d'environ 1,5 milliard de dollars. Cela représente une prime de 41% par rapport au prix moyen pondéré sur 30 jours et une prime de 51% par rapport au prix de clôture du 6 août 2024.
La transaction, approuvée par le conseil d'administration de PetIQ, devrait se clôturer au quatrième trimestre 2024, sous réserve de l'approbation des actionnaires et des conditions réglementaires. Une fois celle-ci finalisée, PetIQ deviendra une société privée et continuera à opérer de manière indépendante sous son équipe exécutive actuelle. Bansk Group a pour objectif de tirer parti de son expertise dans la création de marques grand public pour soutenir les initiatives de croissance de PetIQ dans le secteur de la santé et du bien-être des animaux de compagnie.
PetIQ, Inc. (Nasdaq: PETQ), ein führendes Unternehmen für Tiermedikamente und Wellness, hat eine verbindliche Vereinbarung zur Übernahme durch die Bansk Group zu einem Preis von 31,00 US-Dollar pro Aktie in einer bar bezahlten Transaktion mit einem Wert von etwa 1,5 Milliarden US-Dollar getroffen. Dies entspricht einem Aufschlag von 41% auf den volumengewogenen Durchschnittspreis der letzten 30 Tage und einem Aufschlag von 51% auf den Schlusskurs vom 6. August 2024.
Die Transaktion, die vom Vorstand von PetIQ genehmigt wurde, wird voraussichtlich im 4. Quartal 2024 abgeschlossen, vorbehaltlich der Zustimmung der Aktionäre und regulatorischer Bedingungen. Nach Abschluss wird PetIQ privat und weiterhin unabhängig mit dem aktuellen Führungsteam operieren. Die Bansk Group hat zum Ziel, ihre Expertise im Aufbau von Verbrauchermarken zu nutzen, um die Wachstumsinitiativen von PetIQ im Bereich der Tiergesundheit und -wohlbefinden zu unterstützen.
- All-cash transaction valued at approximately $1.5 billion, representing a significant premium for shareholders
- Partnership with Bansk Group provides access to extensive operational and brand-building experience
- Opportunity to accelerate long-term growth initiatives in pet healthcare
- Potential for enhanced capabilities, offerings, and strategic acquisitions under Bansk Group's ownership
- PetIQ will be delisted from NASDAQ and become privately held, reducing liquidity for current shareholders
- Potential integration challenges and organizational changes following the acquisition
Insights
The acquisition of PetIQ by Bansk Group for
This deal will likely reshape the competitive landscape in the pet care sector, potentially leading to increased consolidation. For PetIQ shareholders, this all-cash transaction provides an immediate and attractive return on investment. However, it's worth noting that they will miss out on potential future growth as the company goes private.
The acquisition could accelerate PetIQ's growth initiatives, leveraging Bansk's expertise in consumer brands and operational experience. This might lead to enhanced market position and potentially disruptive innovations in pet healthcare accessibility and affordability.
This acquisition highlights the growing attractiveness of the pet health and wellness market. With Bansk Group's focus on consumer brands, we can expect increased investment and innovation in this sector. The deal may trigger a ripple effect, prompting other private equity firms to seek similar opportunities in the pet care industry.
The transaction aligns with the trend of premiumization in pet care, as consumers increasingly prioritize their pets' health and well-being. This shift presents significant growth opportunities for companies that can offer effective and accessible pet healthcare solutions.
Investors should watch for potential impacts on competitors like Chewy and Petco, as a privately-held PetIQ backed by Bansk's resources could become a more formidable player in the market. This move might also signal increased M&A activity in the pet care sector, potentially driving up valuations for similar companies.
The acquisition agreement includes several key legal considerations. Firstly, it's subject to PetIQ stockholder approval, which introduces an element of uncertainty. The deal must also clear antitrust hurdles, specifically the Hart-Scott-Rodino Act review, which could potentially delay or complicate the transaction.
The absence of financing conditions is noteworthy, reducing the risk of the deal falling through due to funding issues. This suggests Bansk Group's strong commitment to the acquisition. However, investors should be aware that until all conditions are met and the deal closes, there's always a possibility of unforeseen complications.
The transition from a public to a private company will have significant legal implications for PetIQ, including changes in governance structure and reporting requirements. Shareholders should carefully review the proxy statement when it becomes available to fully understand their rights and the terms of the transaction.
PetIQ Stockholders to Receive
EAGLE, Idaho, and NEW YORK, New York, Aug. 07, 2024 (GLOBE NEWSWIRE) -- 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
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
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:
PetIQ
Investors: katie.turner@petiq.com or 208.513.1513
Media: kara.schafer@petiq.com or 407.929.6727
Bansk Group
Media:
Woomi Yun / Erik Carlson
Joele Frank, Wilkinson Brimmer Katcher
+1 (212) 355-4449
FAQ
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