Mr. Jeff Schellenberg reports
DECISIVE DIVIDEND CORPORATION ANNOUNCES ACQUISITION OF VENGER GROUP
Decisive Dividend Corp. subsidiary Marketing Impact Ltd. has acquired Venger Group for $4.3-million from arm's-length parties. Venger Group is a provider of specialized overnight cosmetic refurbishment and full reskinning of refrigerated display cases for grocery retailers across the United States. Venger was founded in 1985 and is located in Chicago, Ill.
Highlights of the acquisition
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Fully financed: Fully financed through a drawdown on the corporation's syndicated credit facility.
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Strong business fundamentals: profitable and growing; Venger is a highly reputable business providing a valuable merchandising asset refurbishment service to its grocery retailer customers in the United States where there is a large total addressable market.
- Investment within the company's existing business verticals: The acquisition of Venger is aligned with Decisive's focus of acquiring within the industry verticals it has previously invested in. The business will be overseen by the existing leadership team at MIL and supported by their existing infrastructure.
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Synergies: this acquisition extends the capability of MIL from a strictly aisle focused merchandising system and display business to the provision of in-store, overnight asset refurbishment services to Venger's United States-based customers. MIL management's oversight of the day-to-day operations of Venger will support realization of cross-selling, operational and cost synergies as the business is integrated.
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Earnings growth and accretion: expected to be immediately financially accretive to Decisive and represents, on a pro forma basis, an aggregate increase to the corporation's 2025 trailing-12-month sales of 4 per cent and an increase in adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) and adjusted EBITDA per share of 5 per cent.
The acquisition is subject to the terms and conditions of a share purchase agreement which was executed today and provides for a base purchase price of $4.3-million, subject to customary adjustments, plus up to an additional $600,000 contingent on Venger achieving certain earnings targets over the next three years.
On closing, the aggregate $4.3-million base purchase price was paid $3.9-million in cash, and $400,000 in common shares. The cash consideration was financed using the corporation's syndicated credit facility. The share consideration was funded through the issuance of 55,161 common shares (representing $400,000 divided by $7.75, being the volume weighted average trading price of the common shares for the 10-day trading period ended Aug. 6, 2025). Upon completion of this acquisition, Decisive's cumulative acquisition funding mix for the 16 acquisitions it has completed to date remains in line with the corporation's 50/50 long-term debt and equity funding target. The corporation also remains conservatively leveraged with a pro forma senior debt to EBITDA ratio of 2.6 to one, unchanged from the reported leverage ratio for Q2 2025.
Jeff Schellenberg, chief executive officer of Decisive, noted:
"We are pleased to announce another on-strategy acquisition within an industry vertical we have already invested in. The acquisition of Venger by MIL will add a United States-based business into our merchandising vertical, expanding this vertical's reach to a loyal United States customer base that currently utilizes Venger's services. Marc Gosselin, the president of MIL, who will be overseeing Venger, has done a tremendous job of positioning MIL to acquire and integrate a business like this, and we look forward to seeing the benefits of MIL and Venger working together across the products and services we can now offer our North American customer base through this vertical."
Marc Gosselin, president of MIL, noted:
"I'm thrilled that MIL was able to acquire Venger. This strategic acquisition is a major milestone in our journey to 'own the store,' a core pillar of MIL's long-term growth strategy. This move represents far more than geographic expansion. It brings 100-per-cent United States-based revenue and an established United States base of operations, allowing us to deepen our North American footprint with a dedicated and dynamic team already in place. It also adds in-store service capabilities to our offering, an essential element in delivering end-to-end retail solutions.
"Beyond the operational synergy that will be realized, we're incredibly excited about the cross-selling opportunities this acquisition unlocks. With Venger's strong in-store presence and MIL's innovative merchandising systems, we see enormous potential to create even greater value for our shared customer base.
"I want to recognize and sincerely thank the previous owner of Venger, Garvin Weber, for his visionary leadership and track record of success. We deeply respect what Garvin has built and committed to honouring that legacy by continuing to invest in people, customers and culture that have made Venger such a trusted name in retail services. We're proud to welcome the Venger team to the MIL family and look forward to building an even brighter future together.
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Garvin Weber, vendor of Venger, noted:
"It has been a long search to find the perfect new owner for Venger. A team that has the expertise, capital, connections and shared values to build on what Venger is today. I am thrilled that we found Decisive and the team at MIL. The synergy to cross sell between existing customers combined with the expertise and energy of the MIL team are exactly what Venger needs for the next stage of growth."
The attached table sets forth the pro forma combined financial information of Decisive and the acquisition of Venger, for the trailing-12-month period ended June 30, 2025.
About Decisive Dividend Corp.
Decisive Dividend is an acquisition-oriented company, focused on opportunities in manufacturing. The corporation's purpose is to be the sought-out choice for exiting legacy-minded business owners, while supporting the long-term success of the businesses acquired, and through that, creating sustainable and growing shareholder returns. The corporation uses a disciplined acquisition strategy to identify already profitable, well-established, high-quality manufacturing companies that have a sustainable competitive advantage, a focus on non-discretionary products, steady cash flows, growth potential and established, strong leadership.
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