The combination of highly complementary businesses and teams will expand access to diagnostics and technology, accelerate RD and innovation, and better serve more veterinary professionals and companion animals.
MCLEAN, Va. and LOVELAND, Colo., April 3, 2023 /PRNewswire/ -- Mars, Incorporated ("Mars") and Heska Corporation (NASDAQ: HSKA) ("Heska") today announced the signing of a definitive agreement under which Mars will acquire Heska, a global provider of advanced veterinary diagnostic and specialty products, for $120.00 per share. The transaction price represents a premium of approximately 38% over Heska's 60-calendar-day volume-weighted average price and a premium of approximately 23% over Heska's closing share price as of March 31, 2023 The agreement has been unanimously approved by the boards of directors of both companies. Upon closing of the transaction, Heska will join Mars Petcare, a global business focused on serving pets and their owners through products and services within veterinary health and diagnostics, nutrition, innovation and technology. This acquisition will allow the Science division
Nefertiti Greene, president of Mars Petcare, Science
Kevin Wilson, CEO and Chairman, Heska, commented: "Today's announcement is a great testament to the quality of our Heska family - we are small, but our people and their creativity, execution, experience and value creation have made us exceptional. We are delighted to join Mars Petcare in their quest to build A BETTER WORLD FOR PETS™ Working together, Heska's innovations will reach more veterinarians faster to help more pet families live better, healthier and longer lives That has been our mission for over a decade and today is an incredible milestone toward its realization."
Science
Founded in 1988, Heska sells, manufactures, markets and supports diagnostic and specialty solutions for veterinarians. Since its inception, Heska has been committed to improving the lives of its veterinary clients, patients and pet owners around the world through its point-of-care diagnostics and computing platform. Focusing on investment in technology, research and development, and strategic partnerships with world leaders in diagnostics and treatment, Heska aims to bring the benefits of the latest innovations to pet healthcare providers in North America and internationally, including Germany, Italy , Spain, France, Switzerland, Australia and Malaysia.
The transaction includes customary closing conditions, including regulatory and Heska shareholder approvals, and is anticipated to close in the second half of 2023.
advisors
Lazard acted as financial advisor to Mars, and Skadden, Arps, Slate, Meagher
BofA Securities, Inc. y Piper Sandler
About Mars, Incorporated
Mars, Incorporated is driven by the belief that the world we want tomorrow begins with the way we do business today. As a global family business, Mars is transforming, innovating and evolving to make a positive impact on the world.
Through our diverse and growing portfolio of quality confectionery, food and pet care products and services, we employ more than 140,000 dedicated associates. With nearly $45 billion in annual sales, we produce some of the world's most beloved brands, including Ben's Original™, CESAR®, Cocoavia®, DOVE®, EXTRA®, KIND®, M
For more information about Mars, visit Mars.com. Join us on Facebook, Twitter, Instagram, LinkedIn and YouTube.
About Mars Petcare Mars Petcare is part of Mars, Incorporated, a family-owned business with more than a century of history that makes a variety of products and services for the people and pets we love. Our 100,000 associates in 130 countries are dedicated to one purpose: A BETTER WORLD FOR PETSTM. With 85 years of experience, our portfolio of nearly 50 brands meets the health and nutrition needs of pets around the world, including PEDIGREE®, WHISKAS®, ROYALCANIN®, SHEBA®, CESAR®, GREENIES™, IAMS™ brands and EUKANUBA™ as well as the WALTHAM Petcare Science Institute, which has been advancing companion animal nutrition and health research for 60 years. Mars Petcare is also one of the leading providers of veterinary health and diagnostics through an international network of more than 2,500 hospitals and diagnostic services for pets, including AniCura, Antech, BANFIELD, BLUEPEARL, Linnaeus, Mount Pleasant, VCA, VES, and VSH. We are also active in innovation and technology for pets, with WISDOM PANEL™ dog genetic and DNA testing, WHISTLE™ GPS dog tracker, and LEAP VENTURE STUDIO accelerator and COMPANION FUND™ programs driving innovation and disruption in the pet care industry. As a family business and guided by our principles, we are building a thriving and inclusive workforce that reflects the many pets and communities we serve.
About Heska Corporation
Heska Corporation (NASDAQ: HSKA) sells, manufactures, markets and supports diagnostic and specialty products and solutions for veterinarians. Heska's portfolio includes point-of-care diagnostic laboratory instruments and consumables, including rapid assay diagnostic products and digital cytology services; on-premises and cloud-based data services; practice information management software ("PIMS") and related software and support; reference laboratory tests; allergy testing and immunotherapy; heartworm preventative products; and vaccines. Heska's main goal is to help pet veterinarians care for their patients. Heska's business is comprised of two operating and reportable segments: North America and International. North America includes the United States, Canada, and Mexico. International covers geographic areas outside of North America, primarily Germany, Italy, Spain, France, Switzerland, Australia, and Malaysia. Heska's strategic focus on point-of-care diagnostic laboratory products is included in both segments. The North American segment also includes contract manufacturing of vaccines and pharmaceuticals and a small veterinary laboratory, and the international segment includes the PIMS business and veterinary laboratories. For more information, visit www.heska.com.
forward-looking statements
This communication includes statements that are forward-looking statements made pursuant to the security provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. amended version, including statements regarding the proposed acquisition of Heska Corporation (the "Company"), shareholder and regulatory approvals, the anticipated schedule for completing the proposed transaction, and any other statements regarding the Company's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from those forecasts. These risks and uncertainties include, but are not limited to: the inability to obtain the required vote of the Company's shareholders in connection with the proposed transaction; the timetable for consummating the proposed transaction and the risk that the proposed transaction will not be completed at all or that any event, change or other circumstance occurs that could cause the merger agreement to be terminated; the risk that the conditions for the closing of the proposed transaction will not be met or not applied; the risk that the necessary governmental or regulatory approval for the proposed transaction will not be obtained or that it will be obtained under unforeseen conditions; possible litigation related to the proposed transaction or other unexpected costs derived from it; legislative, regulatory and economic events; and the diversion of management time towards transaction related issues. The Company cannot guarantee that the conditions of the proposed transaction will be met or that it will close on time.
All statements, except those relating to historical facts, should be considered forward-looking statements made in good faith by the Company, as applicable, and are intended to invoke the liability safeguard established by the Private Securities Litigation Reform Act. Act) of 1995. When used in this communication, or in any other document, words such as "anticipate", "believe", "estimate", "expect", "foresee", "goal", "intend", "objective", ", "plan", "project", "seek", "strategy", "goal", "will" and similar expressions shall be understood to identify forward-looking statements. These forward-looking statements are based on management's beliefs and assumptions at the time they were prepared and are inherently uncertain. These forward-looking statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail in section "Item 1A. Risk Factors" of the Company's Annual Report. on Form 10-K for the year ended December 31, 2022 filed with the United States Securities and Exchange Commission (the "SEC") and other documents filed by the Company with the SEC. The Company advises that these risks and factors are not exclusive. Management cautions against placing undue reliance on forward-looking statements or projecting future results based on such statements or current or past earnings levels. Forward-looking statements speak only as of the date of this communication and, except as required by applicable law, the Company does not undertake any obligation to update or supplement any forward-looking statement to reflect actual results, new information, future events, changes in its expectations. or other circumstances that exist after the date on which the forward-looking statements were made.
Additional information about the proposed merger and where to find it
In connection with the merger contemplated by the proposed transaction (the "Merger"), the Company plans to file a proxy statement, as well as other relevant materials, with the SEC. Upon filing of the final proxy statement with the SEC, the Company will mail the final proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the proposed transaction. This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that the Company plans to file with the SEC in connection with the Merger. THE COMPANY URGES INVESTORS TO CAREFULLY READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors may obtain free copies of the proxy statement (when available) and other documents to be filed by the company with the SEC at //www.sec.gov, the SEC's website, or at the website company website (https://ir.heska.com). In addition, the proxy statement and other documents filed by the company with the SEC (when available) may be obtained free of charge from the company by directing a request to Investor Relations at https://ir.heska.com.
Participants in the call
This communication does not constitute a solicitation of representation, an offer to buy, or a solicitation of an offer to sell any securities. The Company, its directors and certain of its officers and employees may be considered participants in the solicitation of proxies to shareholders of the Company in connection with the Merger. Information about the Company's directors and officers is contained in its definitive proxy statement for its 2023 annual meeting of shareholders, filed with the SEC on March 21, 2023. To the extent that the Company's holdings of securities by of the Company's directors and officers have changed from the amounts set forth in the proxy statement for its 2023 annual meeting of shareholders, such changes have been or will be reflected in the Change in Ownership Statements on Form 4 filed before the SEC. These documents can be obtained free of charge from the SEC's website, www.sec.gov, and from the Investor Relations page of the Company's website, https://ir.heska.com. Additional information regarding the interests of participants in the solicitation of proxy votes in connection with the Merger will be included in the proxy statement that the Company plans to file in connection with the Merger and in other relevant materials that the Company may submit. before the SEC.
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