Wag Labs, Inc. agreed to acquire CHW Acquisition Corporation (NasdaqCM:CHWA) from a group of shareholders for approximately $300 million in a reverse merger transaction on February 2, 2022. The existing Wag Labs shareholders will hold 31.1 million shares of New Wag! common stock. The transaction implies an enterprise value for Wag! of approximately $350 million and is supported by new investors and several of its existing investors. Additionally, CHW has obtained commitments for $30 million in debt financing in connection with the transaction. Assuming no redemptions from the CHW shareholders, the transaction will deliver approximately $175 million in gross cash proceeds to the combined company, enabling Wag! to accelerate its growth initiatives organically and further consolidate the pet wellness and services market through opportunistic M&A. In connection with entering into the business combination agreement, CHW entered into a subscription agreement with a qualified institutional buyer, pursuant to which, among other things, the PIPE Investor agreed to purchase an aggregate of 500,000 shares of common stock following the domestication and immediately prior to the closing at a cash purchase price of $10 per share, resulting in aggregate proceeds of $5 million. Upon the closing of the transaction, the combined company is expected to be renamed “Wag! Group Co.” and the common stock and warrants of the combined company are set to begin trading on Nasdaq under the new ticker symbol, “PET” and “PETW”, respectively. Following completion of the business combination, CHW's public shareholders are expected to hold approximately 27.9%, the PIPE investor will own approximately 1.1% while CHW Acquisition Sponsor LLC will hold approximately 5.0% and the continuing Wag! Stockholders are expected to hold approximately 65.4% of the outstanding New Wag! common stock. The combined company's business will continue to operate through Wag. The business combination agreement may be terminated under certain circumstances.
The transaction is subject to customary closing conditions, including approval of the shareholders of CHW; the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain additional regulatory approvals; the available cash amount equaling no less than $30 million at the closing; CHW having at least $5,000,001 of net tangible assets after giving effect to the redemption of public shares by CHW's public shareholders; the domestication closing having been completed; the resignation or removal of certain CHW officers and directors; the effectiveness of the registration statement and the listing of New Wag! common stock to be issued in the business combination on the Nasdaq Capital Market. The Boards of Directors of Wag! and CHW have unanimously approved this transaction. CHW Board recommends that shareholders vote for the merger. In connection with the proposed business combination, CHW will file a registration statement on Form S-4 with the Securities and Exchange Commission. As of July 12, 2022, CHW announced that its registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. The shareholders meeting of CHW is scheduled of July 28, 2022. As of July 28, 2022, CHW Acquisition Corporation's stockholders voted to approve its proposed business combination with Wag Labs, Inc. The transaction is expected to close by the second quarter of 2022. As of March 10, 2022, the business combination is expected to be completed by the third quarter of 2022. As of March 16, 2022, the transaction is expected to close in the second quarter of 2022. As of May 10, 2022, the transaction is expected to close in the third quarter of 2022. The outside date for consummation of the business combination is August 8, 2022.
Ari Edelman, Harold Davidson, Eric Klee, Samantha Koplik, Timothy S. Shuman, John Robert, Michelle Strowhiro, Erin Turley, Ty Carson, Michael Halsband, Michael Byrne, Sarah Bro, David Saunders and Daphne Trotter of McDermott Will & Emery LLP acted as legal advisors and due diligence provider to CHW. Charles Allen, Adam Brenneman, Daniel Ilan, Audry Casusol, Meyer Fedida, Meme Peponis, Steve Kaiser, James E. Langston of Cleary Gottlieb acted as legal advisors and due diligence provider to Wag Labs. Advantage Proxy, Inc. acted as proxy solicitor to CHW with a service fee of $10,000. Chardan Capital Markets, LLC acted as financial advisor to CHW. Oppenheimer & Co. Inc. acted as financial advisor to Wag Labs. Reed Smith LLP acted as diligence provider to CHW. VStock Transfer, LLC acted as transfer agent to CHW.
Wag Labs, Inc. completed the acquisition of CHW Acquisition Corporation (NasdaqCM:CHWA) from a group of shareholders in a reverse merger transaction on August 9, 2022. Wag Labs common stock and warrants to list on the Nasdaq under the symbols “PET” and “PETWW” on August 10, 2022. Wag Labs's Chief Executive Officer, Garrett Smallwood, and the current Wag Labs management team will continue to lead the combined entity.