Pet Valu, Inc. - Shareholders approve plan of arrangement

    MARKHAM, ON, Aug. 25 /CNW/ - Pet Valu, Inc. ("PVI") and Pet Valu Canada
Inc. ("PVCI") (collectively, "Pet Valu") (TSX: PVC) today announced that at a
special meeting of PVCI shareholders held this morning, shareholders approved
the previously announced plan of arrangement pursuant to which affiliates of
Roark Capital Partners II AIV AG, L.P. ("Roark") will acquire all of the
issued and outstanding exchangeable shares of PVCI ("Exchangeable Shares")
(other than Exchangeable Shares held by PVI) for $13.68 in cash per
Exchangeable Share (the "Arrangement").
    The Arrangement was approved by 99.58% of the votes cast by all holders
of Exchangeable Shares present in person or represented by proxy at the PVCI
meeting, and 99.21% of the votes cast by holders of Exchangeable Shares other
than Geoffrey Holt, the founder and Chief Executive Officer of Pet Valu, and
his related parties.
    At a special meeting of shareholders of PVI held immediately prior to the
PVCI meeting, shareholders approved resolutions to give effect to the
Arrangement, including amendments to PVI's Certificate of Incorporation to
create a new class of preferred stock and amendments to the stock option plans
of PVCI.
    The Arrangement is subject to the final approval of the Supreme Court of
British Columbia which is expected to be sought on August 26, 2009 in
Vancouver. Provided that the final approval of the Court is obtained and that
all other conditions to the Arrangement are satisfied or waived, the
Arrangement is expected to close at or about the end of August 2009.

    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 295 corporate and franchised stores in
Ontario and Manitoba, and 61 U.S. stores located in Pennsylvania, New Jersey,
Virginia and Maryland. 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


    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
its 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. Important factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, among other things: the parties'
ability to close the Arrangement in the time period anticipated, if at all,
which is dependent upon the parties' ability to comply with the closing
conditions to the Arrangement, some of which are beyond the control of the
parties; Roark's ability to obtain financing for the Arrangement; the approval
of the plan of arrangement by the court which will consider, among other
things, the fairness of the terms and conditions of the transaction to PVCI's
shareholders; and other risks relating to the business and industry of Pet
Valu that are detailed from time to time in Pet Valu's filings with the
Canadian provincial securities regulators. Pet Valu cautions you that this is
not an exhaustive list of factors that may affect the forward-looking
statements in this news release. Pet Valu cautions you not to place undue
reliance upon any such forward-looking statements, which speak only as of the
date they are made. 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: C. Ian Ross, Chairman, (905) 946-1200 (ext.

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