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PetMed Express Comments on Unsolicited and Non-Binding Acquisition Proposal Received From SilverCape Investments Limited

Rhea-AI Impact
(Moderate)
Rhea-AI Sentiment
(Neutral)

PetMeds (Nasdaq: PETS) confirmed receipt on Dec 11, 2025 of an unsolicited, non-binding proposal from SilverCape Investments Limited to acquire all outstanding shares for $4.00 per share in cash. The offer is subject to due diligence and execution of a definitive agreement but is not conditioned on financing. SilverCape publicly disclosed the proposal in an amendment to its Schedule 13D filed with the SEC on Dec 11, 2025. The PetMeds board, with financial and legal advisers, will review the proposal consistent with its fiduciary duties. The company said this letter is not a formal offer capable of acceptance and stockholders need take no action at this time.

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Positive

  • $4.00 per share all-cash proposal
  • Proposal not subject to financing contingency
  • Bid publicly disclosed via Schedule 13D on Dec 11, 2025

Negative

  • Proposal is unsolicited and non-binding, subject to conditions
  • Acquisition depends on due diligence and definitive agreement
  • No guarantee of acceptance or closing; uncertainty for shareholders

Market Reaction 15 min delay 24 Alerts

+90.95% Since News
+28.7% Peak in 3 hr 41 min
$3.38 Last Price
$2.40 $3.46 Day Range
+$34M Valuation Impact
$71M Market Cap
476.3x Rel. Volume

Following this news, PETS has gained 90.95%, reflecting a significant positive market reaction. Argus tracked a peak move of +28.7% during the session. Our momentum scanner has triggered 24 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $3.38. This price movement has added approximately $34M to the company's valuation. Trading volume is exceptionally heavy at 476.3x the average, suggesting very strong buying interest.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Acquisition proposal price $4 per share Unsolicited non-binding cash proposal for all outstanding shares
Q2 2026 net sales $43.4M–$44.5M Preliminary quarter ended September 30, 2025 vs $58.0M prior year
Six-month net sales $94.5M–$95.6M Six months ended September 30, 2025 vs $124.3M prior year
Quarter-end cash $36.1M Cash with no debt as of September 30, 2025
Fiscal 2025 net sales $227.0M Net sales for fiscal year ended March 31, 2025
Fiscal 2025 net loss $6.3M Net loss for fiscal year ended March 31, 2025
Fiscal 2025 cash $54.7M Cash with no debt at March 31, 2025
Intangible impairment $1.2M Non-cash intangible impairment recorded in fiscal 2025

Market Reality Check

$1.77 Last Close
Volume Volume 109,220 is below the 20-day average of 232,979, suggesting no outsized trading spike yet. low
Technical Shares at $1.77 are trading below the 200-day moving average of $3.16, reflecting a prior downtrend.

Peers on Argus 1 Up

PETS was up 9.94% pre-news while peers showed mixed, mostly modest moves, from -14.2% (SCNX) to +9.31% (SSY), pointing to stock-specific drivers rather than a broad sector move.

Historical Context

Date Event Sentiment Move Catalyst
Dec 10 Product launch Positive +9.9% Launch of 2025 wellness-focused holiday collection and gift offerings.
Nov 26 Rights plan update Neutral +8.6% One-year extension of shareholder rights plan to December 2, 2026.
Nov 13 Prelim results & Nasdaq Negative -32.6% Weaker Q2 and six‑month net sales plus Nasdaq non‑compliance notice.
Oct 20 Board appointment Positive +0.0% Appointment of audit committee financial expert James LaCamp to board.
Oct 14 Annual report Negative +0.4% Fiscal 2025 10-K with lower net sales, wider net loss and impairment.
Pattern Detected

Recent PETS headlines have often triggered sizable moves, with negative financial/compliance updates drawing sharp selloffs and governance or commercial updates seeing modest to strong gains.

Recent Company History

This announcement follows an eventful period for PetMed Express. On Nov 13, 2025, preliminary Q2 results and Nasdaq non‑compliance news coincided with a -32.59% reaction. In contrast, extending the shareholder rights plan on Nov 26, 2025 and launching a holiday product collection on Dec 10, 2025 were followed by gains of 8.59% and 9.94%. Earlier, governance updates including a new audit committee chair and the delayed 2025 Form 10‑K filing produced minimal price impact, underscoring that investors reacted most strongly to financial and control-related developments.

Market Pulse Summary

The stock is surging +91.0% following this news. A strong positive reaction aligns with an unsolicited, non-binding cash proposal at $4 per share following a period of operational and listing challenges. Recent history shows PETS has moved sharply on financial and governance news, including a -32.59% drop on weak preliminary results. Investors would need to weigh the conditional nature of the proposal and the board’s review process against past volatility and the company’s mixed fundamental trajectory.

Key Terms

schedule 13d regulatory
"disclosed its proposal and the terms thereof in an amendment to its Schedule 13D"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

AI-generated analysis. Not financial advice.

No Stockholder Action Required at this Time

DELRAY BEACH, Fla., Dec. 11, 2025 (GLOBE NEWSWIRE) -- PetMed Express, Inc., d/b/a PetMeds and parent company of PetCareRx, (Nasdaq: PETS) (the “Company” or “PetMeds”), today confirmed that it has received an unsolicited and non-binding acquisition proposal from SilverCape Investments Limited, a Singapore-based investment firm, to acquire all of the outstanding shares of the Company for $4 per share in cash, subject to various conditions such as due diligence and the execution of a mutually acceptable definitive agreement, but not subject to any financing contingency. While PetMeds would typically not publicly comment on privately submitted and non-binding acquisition proposals, SilverCape has publicly disclosed its proposal and the terms thereof in an amendment to its Schedule 13D that was filed with the U.S. Securities and Exchange Commission on December 11, 2025.

The PetMeds Board of Directors, consistent with its fiduciary duties and in consultation with its financial and legal advisors, will carefully review and consider SilverCape’s acquisition proposal to determine the course of action that it believes is in the best interests of PetMeds and its stockholders. PetMeds notes that SilverCape’s letter does not constitute a formal offer capable of acceptance and, as such, stockholders do not need to take any action at this time.

About PetMed Express, Inc.

Founded in 1996, PetMeds is a pioneer in the direct-to-consumer pet healthcare sector. As a trusted national online pharmacy, PetMeds is licensed across all 50 states and staffed with expert pharmacists dedicated to supporting pet wellness, pets and pet parents, and the veterinarians who serve them. Through its PETS family of brands and through its PetCareRx subsidiary, the Company offers a comprehensive range of pet health solutions - including top-brand and generic pharmaceuticals, compounded medications, and better-for-your-pet OTC supplements and nutrition. Focused on value, convenience, and care, PetMeds and PetCareRx empower pet parents to help their dogs, cats, and horses live longer, healthier lives. To learn more, visit www.PetMeds.com and www.PetCareRx.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. Words such as “may,” “could,” “expect,” “project,” “outlook,” “strategy,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “strive,” “goal,” “continue,” “likely,” “will,” “would” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are based on the Company’s current expectations and assumptions regarding future events, which are subject to risks and uncertainties. Actual results could differ materially from those anticipated due to a number of factors, including but not limited to, the results of the now completed investigation by the Audit Committee of the Company’s Board of Directors, the risk that the completion of the filing of the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2025 and September 30, 2025 may take longer than expected, and other risks described from time to time in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company's Annual Report on Form 10-K for the year ended March 31, 2025, as well as other subsequent filings on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Investor Contact

ICR, LLC
Reed Anderson
(646) 277-1260
investor@petmeds.com


FAQ

What did SilverCape propose to pay for PetMeds (PETS) on Dec 11, 2025?

SilverCape proposed to acquire all PetMeds shares for $4.00 per share in cash.

Is the SilverCape proposal for PetMeds (PETS) binding or subject to financing?

The proposal is non-binding and is not subject to any financing contingency but is subject to due diligence and other conditions.

Do PetMeds (PETS) stockholders need to act after the Dec 11, 2025 announcement?

No. PetMeds stated that stockholders do not need to take any action at this time.

How did SilverCape make the PetMeds (PETS) proposal public?

SilverCape disclosed the proposal in an amendment to its Schedule 13D filed with the SEC on Dec 11, 2025.

What will the PetMeds board do in response to SilverCape’s proposal for PETS?

The board will carefully review and consider the proposal with financial and legal advisers consistent with its fiduciary duties.
Petmed Express Inc

NASDAQ:PETS

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PETS Stock Data

33.84M
14.35M
30.82%
37.94%
9.44%
Pharmaceutical Retailers
Retail-drug Stores and Proprietary Stores
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United States
DELRAY BEACH