Why Mad Paws Shareholders Should Consider Rover’s $0.14 Cash Offer
Mad Paws Holdings Limited (ASX – MPA) shareholders are invited to vote on a Scheme of Arrangement for the acquisition of 100% of Mad Paws by Rover Group, Inc. at $0.14 cash per share. The Mad Paws Board unanimously recommends approval, supported by an Independent Expert’s Report deeming the deal fair and reasonable.
- Scheme Booklet registered with ASIC and available online
- Rover to acquire 100% of Mad Paws shares for $0.14 cash per share
- Independent Expert concludes Scheme is fair, reasonable, and in shareholders’ best interest
- Mad Paws Board unanimously recommends voting in favour of the Scheme
- Scheme excludes non-core e-commerce businesses, which have been divested or ceased
Background and Transaction Overview
Mad Paws Holdings Limited (ASX, MPA), Australia’s leading online pet services marketplace, has taken a significant step towards a full acquisition by Rover Group, Inc., a US-based global pet care platform. The proposed transaction, structured as a Scheme of Arrangement, offers Mad Paws shareholders a cash consideration of $0.14 per share for 100% of the issued capital.
The Scheme Booklet, which includes detailed terms of the acquisition and an Independent Expert’s Report by Stantons Corporate Finance, has been registered with the Australian Securities and Investments Commission (ASIC) and is now available to shareholders. The Scheme Meeting is scheduled for 24 October 2025, with the Court approval hearing set for 3 November 2025.
Independent Expert’s Assessment and Board Recommendation
Stantons Corporate Finance, engaged as the Independent Expert, has concluded that the Scheme is fair and reasonable and in the best interests of Mad Paws shareholders, assuming no superior proposal emerges. Their valuation places the control value of Mad Paws shares between $0.0833 and $0.1097, with the $0.14 offer representing a premium over recent trading prices and independent valuations.
Reflecting this view, the Mad Paws Board unanimously recommends shareholders vote in favour of the Scheme. Board members, who collectively hold approximately 6.68% of shares, intend to vote their holdings in support, subject to the Independent Expert maintaining their positive conclusion.
Exclusion of Non-Core E-Commerce Businesses
The acquisition by Rover focuses exclusively on Mad Paws’ core Marketplace Business, which connects pet owners with pet sitters, walkers, and other care providers. Mad Paws’ non-core e-commerce businesses, including the Pet Chemist, Waggly, and Sash brands, have been divested or ceased operations as part of the transaction conditions. The Pet Chemist sale to VetPartners Australia Pty Ltd was completed on 29 August 2025, and the closure and deregistration of the other e-commerce brands are underway.
Next Steps and Shareholder Engagement
Mad Paws shareholders are urged to carefully review the Scheme Booklet in full before voting. The Scheme Meeting will be conducted as a hybrid event, allowing shareholders to participate in person in Sydney or online. Proxy voting is encouraged, with detailed instructions provided in the Scheme Booklet and accompanying proxy form.
Subject to shareholder and Court approvals, and satisfaction of other conditions precedent including regulatory clearances, the Scheme is expected to become effective in early November 2025. Following implementation, Mad Paws will be delisted from the ASX, and Rover will assume full ownership.
Financial and Strategic Implications
The acquisition represents a strategic expansion for Rover into the Australian pet services market, leveraging Mad Paws’ established platform and customer base. For Mad Paws shareholders, the offer provides immediate cash value at a premium to recent trading prices, while eliminating exposure to the risks and uncertainties of ongoing operations. However, shareholders will forgo any future upside from Mad Paws’ growth as an independent entity.
Bottom Line?
As Mad Paws shareholders prepare to vote, the market awaits whether Rover’s acquisition will reshape Australia’s pet services landscape.
Questions in the middle?
- Will any superior proposal emerge before the Scheme Meeting?
- How will Rover integrate Mad Paws’ marketplace with its global operations?
- What are the potential tax implications for different classes of Mad Paws shareholders?
