6/30/2026
SilverCape Slashes PetMed Bid to $3, Blasts Board for ‘Stunning Destruction’ of Value
BigGo Finance (06/30/26)
A Singapore-based investor that owns roughly 12% of PetMed Express (NASDAQ: PETS) has gone public with a blistering attack on the online pet pharmacy’s board, accusing directors of presiding over a “stunning destruction” of shareholder value while slashing its buyout offer by a dollar a share. SilverCape Investments Limited released an open letter to PetMed’s board on Monday, laying out a revised all-cash proposal to acquire every outstanding share of common stock for $3.00—a roughly 70% premium over the stock’s $1.76 close on June 26. The new bid, which carries no financing contingency, replaces a $4.00-per-share offer the family office made in December. SilverCape Managing Director Peter Kennedy pinned the lower price squarely on the board, citing what he called a “material deterioration of the business” in the months since the original approach. The letter warns that PetMed is no longer viable as a public company and urges directors to negotiate or launch an independent sale process before remaining value evaporates. Kennedy’s letter paints a grim picture of PetMed’s financial trajectory. In the most recent fiscal year alone, the company’s cash hoard shrank from $54.7 million to $21.4 million, according to regulatory filings. Core prescription-medication revenue is contracting, repeat-customer sales are slipping, and the cost of acquiring new customers is climbing even as the number of new buyers drops. Gross margins, meanwhile, are under pressure while general, administrative, and remediation expenses have ballooned, pushing adjusted EBITDA and operating cash flow deeply into negative territory. The letter also highlights language in PetMed’s latest 10-K filing, submitted to the U.S. Securities and Exchange Commission (SEC) on June 2, in which the company itself cautioned that its “financial condition may currently and in the future raise substantial doubt as to our ability to continue as a going concern.” SilverCape contends that the board's refusal to engage meaningfully on the original $4.00 proposal—and what the investor describes as a perfunctory, non-marketed search for other buyers—has left stockholders in a precarious position. According to the letter, PetMed demanded a year-long standstill before any talks could begin; SilverCape offered six months but says the company rejected the compromise without any substantive discussion. Beyond the numbers, the investor is training its fire on the boardroom. The letter singles out Chair and Interim CEO Leslie C.G. Campbell, pointing to a revolving-door C-suite that has seen two CEOs and two CFOs exit in just two years. Campbell herself assumed the interim chief executive role and was awarded a $1.3 million annual base salary—a figure SilverCape calls outsized for a company whose market capitalization has sunk below $40 million. “The inevitable institutional chaos created by senior-level turnover on Ms. Campbell’s watch has left the Company without a credible strategic direction,” the letter states. SilverCape also argues that directors have almost no skin in the game. According to the most recent proxy statement, board members and executive officers collectively own just 2% of PetMed’s outstanding shares—a number that falls below 1% when excluding stock held by a former CEO. The investor further accuses the board of weaponizing its Stockholder Rights Plan, or poison pill, by repeatedly renewing it without seeking shareholder approval, and of accelerating the timing of the 2026 annual meeting to frustrate any effort to nominate alternative directors. The share-price collapse that SilverCape highlights is stark. PetMed traded at $32.30 in early July 2021. By June 26, 2026, the stock had cratered to $1.76—a decline of roughly 94.5%. SilverCape’s revised $3.00-per-share offer, while below its earlier bid, still represents a 70% premium to the most recent close. Kennedy argues the all-cash deal would “crystallize” the long-term value of PetMed’s assets and give long-suffering stockholders immediate liquidity in a stock that he describes as having anemic trading volume. “SilverCape’s Proposal is the only credible option in front of stockholders that can end the ongoing destruction of value and provide them with cash for their stock,” Kennedy said in the letter. SilverCape is calling on each board member to “carefully consider their duties to act as independent fiduciaries” and engage in good-faith negotiations. The investor says it would also welcome a structured, independent process to surface a superior third-party offer—but insists the board must move quickly. The open letter was distributed via Gagnier Communications LLC, a strategic communications firm. PetMed, headquartered in Delray Beach, Florida, has not yet publicly responded to the revised proposal. For PetMed stockholders who have watched the company’s value erode for years, the clock is ticking. And SilverCape’s message is blunt: engage now, or risk being left with nothing.
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