MCLEAN, Va. and LOS ANGELES, Jan. 9,
2017 /PRNewswire/ -- Mars, Incorporated and VCA Inc.
(NASDAQ:WOOF) today announced that they have entered an agreement
under which Mars will acquire all of the outstanding shares of VCA
for $93 per share, or a total value
of approximately $9.1 billion
including $1.4 billion in outstanding
debt. The transaction price represents a premium of
approximately 41 percent over VCA's 30-day volume weighted average
price on January 6, 2017, and a
premium of approximately 31 percent over VCA's closing price on
January 6, 2017. The agreement
has been unanimously approved by the boards of directors of both
companies.
VCA joins Mars Petcare, one of the world's leading pet care
providers. Pet care has been an important part of Mars for over 80
years. The transaction reaffirms Mars' commitment to the pet care
industry and the veterinary profession, and once completed will
help drive Mars Petcare's purpose to create A Better World for
Pets. Mars Petcare's portfolio of Veterinary Services
businesses includes BANFIELD® Pet Hospital, BLUEPEARL® and PET
PARTNERS™. Together with VCA, these businesses
will provide an unprecedented level of access to high quality
veterinary care for pets, from wellness and prevention to primary,
emergency and specialty care. Mars Petcare is already an industry
leader in pet nutrition with global brands that include ROYAL
CANIN®, PEDIGREE® and WHISKAS®. Mars has a growing business
in pet DNA testing through the WISDOM PANEL®, and in 2015 also
acquired pet technology provider WHISTLE.
"We are thrilled to welcome VCA to the Mars family and to our
portfolio of brands and businesses around the world," said Mars
Chief Executive Officer Grant F.
Reid. "VCA is a leader across pet health care and the
opportunity we see together—for pets, pet owners, veterinarians and
other pet care providers —is tremendous. We have great
respect for VCA, with whom we share many common values and a strong
commitment to pet care. Together, we will be able to provide
even greater value, better service and higher quality care to pets
and pet owners."
Since its founding in 1986, VCA has grown from one facility in
Los Angeles to nearly 800 animal
hospitals with 60 diagnostic laboratories throughout the United States and Canada. Through organic growth and a
series of acquisitions, VCA has become one of the largest and most
diverse pet healthcare companies, operating across four divisions
including veterinary services, laboratory diagnostics, imaging
equipment and medical technology, and pet care services.
"Joining the Mars family of brands provides significant value to
our stockholders while also preserving the Company's values and a
culture focused on investing in our people and facilities to
promote excellence in pet care and long-term growth," said VCA
Chief Executive Officer Bob
Antin. "Mars has a long-standing commitment to pet
health, wellness and nutrition. We will work together every
day to continue to provide the quality care and excellent service
VCA is known for to our clients and their pet families."
"We have always been impressed by VCA and the excellent services
it offers to pets across diverse business segments," said Mars
Global Petcare President Poul
Weihrauch. "VCA's industry-leading partnerships with
veterinarians and pet care providers together with its expertise in
veterinary services, diagnostics and technology will position Mars
to deliver accessible, quality care and continue to create a better
world for pets. VCA's philosophy of partnering with the
veterinary profession and educational institutions is aligned with
our core values and culture. We look forward to together
providing the best care possible for pets."
As one of the world's leading pet care providers, Mars Petcare
is committed to attracting, developing and retaining the best
veterinarians and pet care professionals in the world, supporting
them in their efforts to provide cutting edge delivery of
healthcare to pets and to advancing the profession.
VCA to be a distinct and separate business unit within Mars
Petcare
Upon completion of the transaction, VCA will operate as a
distinct and separate business unit within Mars Petcare, alongside
its other Veterinary Services businesses, BANFIELD® Pet Hospital,
BLUEPEARL® and PET PARTNERS™, and will continue to be led by
Bob Antin, Chief Executive Officer,
President, Chairman and a founder of VCA. The company will
remain headquartered in Los Angeles,
California and will remain focused on its business model and
strategic objectives.
Closing Conditions
The transaction is subject to certain customary closing
conditions, including, among other things, VCA shareholder approval
and customary regulatory approvals. Mars has committed
financing for the purchase of VCA. We expect the transaction
to close in Q3 2017.
Advisors
Morgan Stanley & Co. LLC and BDT & Co. are Mars'
financial advisors, and Skadden, Arps, Slate, Meagher & Flom is
providing legal advice on the acquisition, with Simpson Thacher
& Bartlett providing legal advice for the debt financing and
McDermott Will & Emery assisting
on antitrust matters. J.P. Morgan is providing financing to
Mars for the transaction.
Barclays is acting as exclusive financial advisor to VCA, and
Akin Gump Strauss Hauer & Feld LLP and Potter Anderson Corroon
LLP are serving as legal advisors.
About Mars, Incorporated
Based in McLean, Virginia, Mars
has net sales of more than $35
billion, six business segments including Petcare, Chocolate,
Wrigley, Food, Drinks, Symbioscience, and more than 80,000
Associates worldwide that are putting its Principles into action to
make a difference for people and the planet through its
performance. Mars brands include: Petcare – PEDIGREE®, ROYAL
CANIN®, WHISKAS®, BANFIELD® Pet Hospital, CESAR®, SHEBA®, DREAMIES®
and NUTRO®; Chocolate – M&M'S®, SNICKERS®, DOVE®, GALAXY®,
MARS®, MILKY WAY® and TWIX®; Wrigley – DOUBLEMINT®, EXTRA®, ORBIT®
and 5™ chewing gums, SKITTLES® and STARBURST® candies, and ALTOIDS®
AND LIFESAVERS® mints. Food – UNCLE BEN'S®, DOLMIO®, EBLY®,
MASTERFOODS®, SEEDS OF CHANGE® and ROYCO®; Drinks – ALTERRA COFFEE
ROASTERS™, THE BRIGHT TEA COMPANY™, KLIX® and FLAVIA®;
Symbioscience – COCOAVIA® and WISDOM PANEL®.
For more information, please visit mars.com. Follow us:
facebook.com/mars, twitter.com/marsglobal, youtube.com/mars,
linkedin.com/company/mars
About VCA Inc.
VCA is a leading provider of pet health care services in the
country delivered through nearly 800 small animal veterinary
hospitals in the US and Canada, a
preeminent nationwide clinical laboratory system that services all
50 states and Canada (Antech
Diagnostics), the leading animal diagnostic imaging company in the
market (Sound), and Camp Bow Wow (CBW), the nation's Premier Doggy
Day and Overnight Camp® franchise.
Forward Looking Statements
This document contains forward-looking statements within the
meaning of the securities laws with respect to the proposed
transaction between the Company, Mars and certain subsidiaries of
Mars. We have included herein statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. We generally identify
forward-looking statements in this document using words like
"believe," "intend," "expect," "estimate," "may," "plan," "should,"
"could," "forecast," "looking ahead," "possible," "will,"
"project," "contemplate," "anticipate," "predict," "potential,"
"continue," or similar expressions. You may find some of these
statements below and elsewhere in this document. These
forward-looking statements are not historical facts and are
inherently uncertain and outside of our control. Any or all of our
forward-looking statements in this document may turn out to be
incorrect. They can be affected by inaccurate assumptions we might
make, or by known or unknown risks and uncertainties. Many
factors mentioned in our discussion in this document will be
important in determining future results. Consequently, no
forward-looking statement can be guaranteed. Actual future results
may vary materially. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the
risk that the proposed transaction may not be completed in a timely
manner or at all, which may adversely affect the Company's business
and the price of the common stock of the Company; (ii) the failure
to satisfy or obtain waivers of the conditions to the consummation
of the proposed transaction, including the adoption of the merger
agreement by the stockholders of the Company and the receipt of
certain governmental and regulatory approvals; (iii) the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; (iv) the effect of the
announcement or pendency of the proposed transaction on the
Company's business relationships, operating results and business
generally; (v) risks that the proposed transaction disrupts current
plans and operations of the Company, including the risk of adverse
reactions or changes to business relationships with customers,
suppliers and other business partners of the Company; (vi)
potential difficulties in the hiring or retention of employees of
the Company as a result of the proposed transaction; (vii) risks
related to diverting management's attention from the Company's
ongoing business operations; (viii) potential litigation relating
to the merger agreement or the proposed transaction; (ix)
unexpected costs, charges or expenses resulting from the proposed
transaction, (x) competitive responses to the proposed transaction;
and (xi) legislative, regulatory and economic developments.
The foregoing list of factors is not exclusive. Additional
risks and uncertainties that could affect the Company's financial
and operating results are included under the captions "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in the Company's
most recent Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the
Securities and Exchange Commission (the "SEC") on February 26, 2016, and the Company's more recent
reports filed with the SEC. The Company can give no assurance
that the conditions to the proposed transaction will be satisfied,
or that it will close within the anticipated time period.
Investors and security holders are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date on which statements were made. Except as required
by applicable law, the Company undertakes no obligation to revise
or update any forward-looking statement, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This document is being made in respect of the proposed
transaction between the Company, Mars and certain subsidiaries of
Mars. In connection with the proposed transaction, the Company will
file relevant materials with the SEC, including a preliminary proxy
statement on Schedule 14A. Following the filing of the
definitive proxy statement with the SEC, the Company will mail the
definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the proposed
transaction. The Company also plans to file with the SEC
other documents regarding the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IN
THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH
THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION.
When completed, a definitive proxy statement and form of proxy will
be mailed to the stockholders of the Company. The definitive proxy
statement, the preliminary proxy statement and other relevant
materials in connection with the proposed transaction (when they
become available), and any other documents filed by the Company
with the SEC, may be obtained free of charge at the SEC's website
(http://www.sec.gov) or through the investor relations section of
the Company's website (http://investor.vca.com).
Participants in Solicitation
This document does not constitute a solicitation of proxy, an
offer to purchase or a solicitation of an offer to sell any
securities. The Company and its directors, executive officers
and certain employees may be deemed to be participants in the
solicitations of proxies from the Company's stockholders with
respect to the meeting of stockholders that will be held to
consider the proposed transaction. Information about the
persons who may, under the SEC rules, be considered to be
participants in the solicitation of stockholders of the Company in
connection with the proposed transaction, is set forth in the proxy
statement for the Company's 2016 Annual Meeting of Stockholders
filed with the SEC on March 4,
2016. Stockholders may obtain additional information
regarding the direct and indirect interests of any such persons who
may, under the SEC rules, be considered to be participants in the
solicitation of stockholders of the Company in connection with the
proposed transaction, including the interests of the Company's
directors and executive officers in the proposed transaction, which
may be different than those of the stockholders of the Company
generally, by reading the proxy statement and other relevant
documents regarding the proposed transaction when they become
available, which the Company will file with the SEC. Copies
of these documents (when they become available) may be obtained
free of charge as described in the preceding paragraph.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mars-incorporated-to-acquire-vca-inc-300387614.html
SOURCE Mars, Incorporated