- WholesalePet.com is EMERGE's 7th acquisition, and is expected to be immediately accretive to EBITDA(1)
- WholesalePet.com generated Gross Merchandise Sales ("GMS")(1) of approximately
US$40 million , revenue ofUS$3.7 million , and Adjusted EBITDA(1) ofUS$2.8 million in the twelve months endedSeptember 30, 2021 (all figures unaudited) - Acquisition provides EMERGE with its first business-to-business ("B2B") marketplace, a highly strategic e-commerce technology platform for the pet industry, with a long-standing recurring merchant base, and veteran team who will continue in their roles
- With this acquisition, EMERGE eclipses
$100 million in pro forma GMS(1) - EMERGE CEO to host virtual webcast on
Tuesday, November 23 , at11:00am ET (Register Below)
WholesalePet.com is a leading technology-enabled B2B ecommerce marketplace, connecting over 8,000 independent retail locations with over 400 independent pet vendors, offering over 1 million SKUs. Founded in 2001, WholesalePet.com has facilitated over
"With the acquisition of WholesalePet.com, we have procured a profitable market leader in the lucrative B2B pet e-commerce space. With an impressive 20-year track record of steady organic revenue growth, profitability, and cash flows, WholesalePet.com will fit perfectly in the EMERGE ecosystem. The business has impeccable net revenue retention and requires minimal marketing spend, with a merchant network that is now 8,000+ strong," said EMERGE Founder and CEO, Ghassan Halazon. "This acquisition marks our first foray into both the sticky B2B e-commerce space, as well as the pets vertical, one of the fastest-growing segments in the e-commerce sector. We are thrilled to welcome Chris, Bo and the veteran WholesalePet.com team to the EMERGE family."
WholesalePet.com generated Gross Merchandise Sales(1) of approximately US$40 million, revenue of
"Partnering with great companies has been essential to WholesalePet.com's success since 2001, and we are confident EMERGE is the best partner to help propel us to the next level in the dynamic
The guaranteed consideration represents a multiple of approximately 5.71 times Adjusted EBITDA, based on WholesalePet.com's unaudited financial statements from the trailing twelve-month period ended
The initial consideration payable by EMERGE in connection with the acquisition of WholesalePet.com consisted of the following:
(i) | |
(ii) | |
(iii) | |
(iv) | A contingent earn-out of up to |
The Transaction was an arm's length transaction that constituted an Expedited Acquisition in accordance with Policy 5.3 of the
WholesalePet.com is headquartered in Richmond,
"We are thrilled to complete this landmark acquisition, now eclipsing
EMERGE's e-commerce portfolio now includes WholesalePet.com, trulocal.ca, BattlBox.com, UnderPar.com, JustGolfStuff.ca, CarinvoreClub.co, WagJag.com, and BeRightBack.ca.
EMERGE Webcast
EMERGE Founder and CEO, Ghassan Halazon, will be hosting a virtual corporate presentation on
Webcast Details:
Link:
https://us06web.zoom.us/webinar/register/WN_ZRSKlRZcT_K7dv16H6g_dA
Webinar (Zoom) ID: 818 4532 8429
Passcode: 172013
(1) Non-GAAP Financial Measure. Refer to section "Non-GAAP Financial Measures" below for additional information. |
About EMERGE
EMERGE is a diversified, rapidly growing acquirer and operator of e-commerce brands. Our network of subscription and marketplace e-commerce sites provide our members with access to pet products, premium meat & groceries, outdoor gear, golf and other experiences. EMERGE was named one of the fastest growing companies in Canada by the Startup 50, and the
To learn more, visit https://www.emerge-commerce.com/
About WholesalePet.com
WholesalePet.com is a leading, technology-enabled B2B e-commerce platform serving the high-growth
To learn more, visit https://www.wholesalepet.com/
Cautionary notice
Neither
Non-GAAP Measures
This press release makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing a further understanding of results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the financial information of the Company reported under IFRS. Gross Merchandise Sales ("GMS"), EBITDA and Adjusted EBITDA should not be construed as alternatives to revenue or net income/loss determined in accordance with IFRS. GMS, EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.
GMS as defined by management is the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of discounts and refunds. Management believes GMS provides a useful measure for the dollar volume of e-commerce transactions made through our platforms and an indicator for our business performance.
Earnings before interest, taxes, depreciation and amortization ("EBITDA") and Adjusted EBITDA as defined by management means earnings before interest and financing costs, income taxes, depreciation and amortization, transaction costs, foreign exchange gains/losses, discontinued operations, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information about the operating and financial performance of EMERGE and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions.
Notice regarding forward-looking statements
This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including the risk factors discussed in the Company's filing statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
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