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WAG! GROUP CO.

(PET)
  Report
End-of-day quote Nasdaq  -  2022-11-24
2.510 USD   -8.73%
11/22Oppenheimer Initiates Coverage on Wag! Group With Outperform Rating, $5 Price Target
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11/10WAG! GROUP CO. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)
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11/10Wag! Group Co. Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2022
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Wag Labs, Inc. completed the acquisition of CHW Acquisition Corporation from a group of shareholders in a reverse merger transaction.

08/09/2022 EST

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.


ę S&P Capital IQ 2022
Stocks mentioned in the article
ChangeLast1st jan.
CHW ACQUISITION CORPORATION -8.73% 2.51 Delayed Quote.-74.34%
WAG! GROUP CO. -8.73% 2.51 End-of-day quote.-74.34%
All news about WAG! GROUP CO.
11/22Oppenheimer Initiates Coverage on Wag! Group With Outperform Rating, $5 Price Target
MT
11/10WAG! GROUP CO. Management's Discussion and Analysis of Financial Condition and Results..
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11/10Wag! Group Co. Reports Earnings Results for the Third Quarter and Nine Months Ended Sep..
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11/10Earnings Flash (PET) WAG! GROUP CO. Posts Q3 Revenue $15.4M
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11/10Wag! Reports Third Quarter 2022 Financial Results
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11/10Wag! Group Co. Provides Revenue Guidance for the Full-Year of 2022
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11/04Wag! Group Co. : Entry into a Material Definitive Agreement, Financial Statements and Exhi..
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11/02Wag! Announces Launch of Neighborhood Network, Making Finding Care for Your Pet Easier ..
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Analyst Recommendations on WAG! GROUP CO.
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Financials (USD)
Sales 2022 51,6 M - -
Net income 2022 -45,6 M - -
Net Debt 2022 - - -
P/E ratio 2022 -1,00x
Yield 2022 -
Capitalization 92,3 M 92,3 M -
Capi. / Sales 2022 1,79x
Capi. / Sales 2023 1,33x
Nbr of Employees 71
Free-Float 76,9%
Chart WAG! GROUP CO.
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Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 6
Last Close Price 2,51 $
Average target price 6,25 $
Spread / Average Target 149%
EPS Revisions
Managers and Directors
Garrett Smallwood Chairman & Chief Executive Officer
Adam Storm President & Chief Product Officer
Alec Davidian Chief Financial Officer
Maziar Arjomand Chief Technology Officer
Dylan Allread Chief Operating Officer
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