Cobasi Comércio de Produtos Básicos e Industrializados S.A. signed a non binding memorandum of understandings to acquire Pet Center Comércio e Participações S.A. (BOVESPA : PETZ3) from Warburg Pincus LLC, Sergio Zimerman and others on April 18, 2024. Cobasi Comércio de Produtos Básicos entered into an Merger Agreement and Other Covenants to acquire Pet Center Comércio e Participações from Warburg Pincus LLC, Sergio Zimerman and others on August 16, 2024. Petz and Cobasi have reached an agreement to merge operations in a cash and share swap deal that would create the country's largest player in the sector. The deal would value Petz at BRL 7.10 ($1.35) per share, more than double its closing price of BRL 3.50 and would also include Cobasi paying BRL 450 million in cash to Petz shareholders. Under the agreement, the combined company, which would bring together the two largest pet retailers in Brazil, would be owned 50% by Petz shareholders and 50% by Cobasi shareholders. Under the merger agreement, Petz shareholders receiving: shares representing 52.6% of the issued shares of the Combined Company. Cobasi shareholders will retain the remaining shares of the Combined Company, representing 47.4% of its share capital. Accordingly, for each common share of Petz they own at Closing, Petz shareholders will receive 0.0090445 common shares issued by Cobasi ("Exchange Ratio"). BRL 130 million in dividends to be distributed by Petz before the closing of the Transaction. BRL 270 million adjusted by the CDI rate from the date of the Merger Agreement until the closing date of the Transaction, with the total amount to be paid on a pro rata basis according to the participation of Petz shareholders share capital on the Closing Date. The Cash Portion and the Exchange Ratio are subject to adjustments upon the occurrence of certain events, as provided in the Merger Agreement. As a result of the Transaction, Petz will become a wholly-owned subsidiary of Cobasi. Cobasi founder Paulo Nassar will be appointed as Chief Executive of the combined group, while Petz Chief Executive Officer Sergio Zimerman will be nominated as Chairman.
The consummation of the transaction is subject to the obtaining approval from the shareholders of both Companies at their respective general shareholders' meetings, negotiation and execution of definitive documents, the fulfillment of certain precedent conditions, such as the approval of the transaction by the Administrative Council for Economic Defense ? CADE, and the carrying out, by the Company and Cobasi, of legal due diligence , operational, accounting and financial. The acquisition is expected to close in the 1st half of 2025. As of June 2, 2025 General Superintendence of the Administrative Council for Economic Defense (CADE), unconditionally approved the merger agreement between Petz and the other big Brazilian chain, Cobasi Comércio de Produtos Básicos e Industrializados (Cobasi), stating that the transaction does not raise competition concerns. As of December 17, 2025 Petz and Cobasi announced that the closing of the merger between the two companies is scheduled to take place on January 2, 2026, subject to confirmation of the fulfillment of all applicable suspensive conditions. As of March 14, 2025, shareholders of União Pet and Petz approved the transaction.
Itaú Corretora de Valores S.A. acted as financial advisor and Lefosse Advogados acted as legal advisor to Pet Center Comércio e Participações S.A. Banco Morgan Stanley S.A. acted as financial advisor and Pinheiro Neto Advogados acted as legal advisor to Cobasi Comércio de Produtos Básicos e Industrializados.
Cobasi Comércio de Produtos Básicos e Industrializados S.A. completed the acquisition of Pet Center Comércio e Participações S.A. (BOVESPA : PETZ3) from Warburg Pincus LLC, Sergio Zimerman and others on January 2, 2026 The total amount to be paid to paid to Petz's shareholders due to the Share Redemption is BRL 320,788,324.56 and the exchange ratio applicable to the merger of Cobasi Investimentos by União Pet is 1 common share issued by União Pet for every 1 common share of Petz held by Petz Shareholders at closing. The corporate name of Cobasi Comércio de Produtos Básicos e Industrializados S.A. becomes "União Pet Participações S.A.", as approved at the Extraordinary General Meeting of União Pet held on December 22, 2025.
Cobasi Comércio de Produtos Básicos e Industrializados S.A. completed the acquisition of Pet Center Comércio e Participações S.A. (BOVESPA : PETZ3) from Warburg Pincus LLC, Sergio Zimerman and others.
Published on 01/01/2026
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