Pet Valu is acquired by affiliates of Roark Capital Group



    MARKHAM, ON, Sept. 1 /CNW/ - Pet Valu, Inc. ("PVI") and Pet Valu Canada
Inc. ("PVCI") (collectively, "Pet Valu") (TSX: PVC) announced today that their
acquisition by certain affiliates of Roark Capital Group ("Roark"), an
Atlanta-based private equity firm, has been completed. The acquisition was
approved at a special meeting on August 25th by shareholders of Pet Valu, Inc.
and its Canadian subsidiary, Pet Valu Canada Inc., and received Court approval
on August 26th. Based on consideration of $13.68 per share for each
exchangeable share of PVCI, the transaction is valued at approximately $144
million. As a result of the transaction, PVCI's shares will be delisted this
week and Pet Valu will become a private company.
    Founded in 1976 and headquartered in Markham, Ontario, Pet Valu is
Canada's leading small-format specialty retailer and wholesale distributor of
pet food and pet-related supplies, with 295 corporate and franchised stores in
Ontario and Manitoba, and 61 U.S. stores located in Pennsylvania, New Jersey,
Maryland and Virginia. Pet Valu's products include dog, cat and other pet
foods as well as non-food products such as collars, leashes, pet cages and
toys. For more information, please visit www.petvalu.com.
    Pet Valu's departing Chairman, C. Ian Ross, said "on behalf of the
departing board of directors, we wish Roark well. We believe this transaction
is in the best interests of our shareholders and also represents a promising
opportunity for our customers, employees and franchisees. Roark brings to Pet
Valu deep experience investing in franchise and specialty retail businesses,
and we have every confidence that, under Roark's guidance, Pet Valu will
continue to grow and thrive in the future."
    Ezra Field, Managing Director of Roark, stated that "Pet Valu is
consistent with our strategy of investing in value-added franchises that have
strong brands and market positions, experienced management and a loyal
customer base. We are excited to work together with Pet Valu's team and
franchisees to help grow the brand."
    Neal Aronson, Managing Partner of Roark, added that "Pet Valu is Roark's
15th franchise investment, and 13th business acquired from its founders. Geoff
Holt built a strong business with a reputation for high quality products and
exceptional customer service, and we look forward to carrying on his legacy."
    In connection with the closing of the transaction, Geoffrey Holt, Pet
Valu's founder, is retiring from his role as the Company's CEO. Tom McNeely, a
Canadian resident with extensive experience in franchising, specialty retail
and distribution, has been appointed Pet Valu's CEO. Previously, Tom was CEO
of Herbal Magic, ULC, an operator and distributor to more than 300 weight loss
centres across Canada. Prior to that Tom was EVP and CFO of Tim Hortons,
Canada's leading retail franchisor and distributor. In addition, Steve
Romaniello, Managing Director of Roark, and Russ Reynolds, CEO of Roark
portfolio company Batteries Plus, will join the Board after closing.
    TD Securities Inc. acted as Pet Valu's financial adviser, and Roark was
advised by BMO Capital Markets. The acquisition was financed by a lending
group consisting of the Bank of Montreal, Toronto-Dominion Bank, Bank of Nova
Scotia and National Bank.
    Holders of exchangeable shares who hold their shares through a broker or
other financial intermediary will receive payment of the purchase price for
their shares following the deposit by the broker or financial intermediary of
share certificates with CIBC Mellon Trust Company, the depositary for the plan
of arrangement. Holders of exchangeable shares who hold their shares in
registered form will receive payment of the purchase price following the
deposit of their share certificates with the depositary in accordance with the
instructions contained in the Letter of Transmittal previously sent to
registered shareholders. Any questions regarding payment of the purchase
price, including any request for an additional copy of the Letter of
Transmittal, should be directed to the depositary by telephone at
1.800.387.0825 (toll free in North America) or 416.643.5500, or by email at
inquiries@cibcmellon.ca.

    About Pet Valu

    Founded in 1976 and headquartered in Markham, Ontario, Pet Valu is
Canada's leading small-format specialty retailer and wholesale distributor of
pet food and pet-related supplies, with $230 million in system sales across
295 corporate and franchised stores in Ontario and Manitoba, and 61 U.S.
stores located in Pennsylvania, New Jersey, Maryland and Virginia. Pet Valu's
products include dog, cat and other pet foods as well as non-food products
such as collars, leashes, pet cages and toys. For more information, please
visit www.petvalu.com.

    About Roark Capital Group

    Roark Capital Group is an Atlanta-based private equity firm that
specializes in business and consumer service companies with attractive growth
prospects and revenues ranging from US$20 million to US$1 billion. Specific
areas of focus include franchise, food and restaurants, marketing services and
business services. Roark has made investments in 15 franchise companies that
together have generated more than US$3.7 billion in system sales and have
14,000 points of distribution in all 50 U.S. States and 33 countries around
the world. The firm has more than US$1.5 billion of equity capital under
management. For more information, visit www.roarkcapital.com.

    FORWARD-LOOKING STATEMENTS

    This news release contains forward-looking statements and forward-looking
information (collectively, "forward-looking statements"). Forward-looking
statements are based on estimates and assumptions made by Pet Valu in light of
their experience and perception of historical trends, current conditions and
expected future developments, as well as other factors they believe are
appropriate in the circumstances. Such forward-looking statements are not a
guarantee of performance and are subject to a number of uncertainties,
assumptions, and other factors, many of which are outside the control of Pet
Valu and could cause actual results to differ materially from those expressed
or implied by such forward-looking statements. Except as may be required by
applicable law, Pet Valu has no intention and specifically disclaims any
obligation to update or revise any forward-looking statement, even if new
information becomes available, as a result of future events or for any other
reason.





For further information:

For further information: Michael Fitzgerald, Secretary, (905) 946-1200,
extension 3503

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PET VALU CANADA INC.

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