Decisive Dividend's Marketing Impact acquires Venger

Executive Summary

• Decisive Dividend Corp. subsidiary, Marketing Impact Ltd. (MIL), has acquired Venger Group, a US-based provider of overnight cosmetic refurbishment and reskinning for refrigerated display cases, for a total consideration of up to $4.9 million.
• The acquisition is immediately financially accretive, projected to increase 2025 trailing-12-month sales by 4% and adjusted EBITDA by 5% on a pro forma basis.
• The transaction was fully financed through a drawdown on the corporation's syndicated credit facility, maintaining Decisive's conservative leverage profile.

Key Details

• Transaction Structure: Base purchase price of $4.3 million, plus up to $600,000 in contingent consideration based on Venger achieving specific earnings targets over the next three years.
• Consideration Breakdown:
  • Cash: $3.9 million paid at closing, financed via the corporation's syndicated credit facility.
  • Equity: $400,000 paid in common shares.
  • Share Issuance: 55,161 common shares issued, calculated based on a volume-weighted average trading price (VWAP) of $7.75 for the 10-day period ending August 6, 2025.
• Financial Impact:
  • Sales: Pro forma aggregate increase to 2025 trailing-12-month sales of 4%.
  • EBITDA: Pro forma increase in adjusted EBITDA and adjusted EBITDA per share of 5%.
  • Leverage: Pro forma senior debt to EBITDA ratio remains at 2.6 to one, unchanged from Q2 2025 reported leverage.
  • Funding Mix: Cumulative acquisition funding for the 16 acquisitions to date remains aligned with the 50/50 long-term debt and equity target.
• Strategic Rationale:
  • Expands MIL's capabilities from aisle-focused merchandising to in-store, overnight asset refurbishment services.
  • Adds 100% US-based revenue and an established US customer base to Decisive's North American footprint.
  • Expected to generate cross-selling, operational, and cost synergies through integration with MIL's existing infrastructure.
• Target Profile: Venger Group, founded in 1985 and headquartered in Chicago, Illinois, provides specialized refurbishment services to grocery retailers in the US.

Notable Quotes

• Jeff Schellenberg, CEO of Decisive: "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..."
• Marc Gosselin, President of MIL: "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..."
• Garvin Weber, Vendor of Venger: "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."