MELVILLE, N.Y., Jan. 8, 2019 /PRNewswire/ -- Henry Schein,
Inc. (Nasdaq: HSIC), the world's largest provider of health care
products and services to office-based dental, animal health, and
medical practitioners, announced today that in connection with the
previously announced spin-off of its Henry Schein Animal Health
Business, its Board of Directors has established January 17, 2019, as the record date (the "Record
Date") and February 4, 2019, as the
anticipated distribution date ("Distribution Date") for the
distribution of shares of HS Spinco, Inc., the new company formed
to effectuate the spin-off ("Spinco"). Spinco has filed an amended
registration statement on Form S-4/S-1 (the "Registration
Statement") with the U.S. Securities and Exchange Commission
("SEC"), which has not yet become effective, relating to the
planned spin-off and subsequent merger with Direct Vet Marketing,
Inc. (d/b/a Vets First Choice), which is also anticipated to be
consummated on the Distribution Date. Investors may find an
electronic copy of Spinco's amended registration statement by
searching for HS Spinco, Inc. at www.sec.gov.
Spinco intends to list its common stock on the Nasdaq Global
Select Market (the "Nasdaq") under the symbol "CVET" and will
change its name to Covetrus, Inc. The spin-off will occur by
way of a dividend of 0.4 of a share of Covetrus common stock for
each share of Henry Schein common
stock held on the Record Date. Henry
Schein common stock will continue to trade on the Nasdaq
under the symbol "HSIC."
It is anticipated that, promptly after effectiveness of the
Registration Statement, which is expected to occur no later than
January 28, 2019 (assuming a
continuation of the U.S. federal government shutdown), trading of
Covetrus common stock will begin on a "when-issued" basis
(identified by the letter "v" at the end of the trading symbol -
CVETV) and such trading will continue through the Distribution
Date. "Regular way" trading in Covetrus common stock will begin on
the first trading day after the Distribution Date. It is also
anticipated that shortly before the Record Date and through the
Distribution Date, there will be two markets in Henry Schein common stock: a "regular-way"
market and an "ex-distribution" market (identified by the letter
"v" at the end of the trading symbol - HSICV). Henry Schein common stock that trades on the
regular-way market will trade with an entitlement to the Covetrus
common stock to be distributed in the spin-off, and shares that
trade on the ex-distribution market will trade without an
entitlement to the Covetrus common stock to be distributed in the
spin-off.
Additional Information and Where to Find It
A registration statement on Form S-1/S-4 relating to this
transaction has been filed with the SEC, but has not yet
become effective. Investors and security holders are urged
to carefully read the registration statement and preliminary
prospectus (including any amendments or supplements thereto and any
documents incorporated by reference therein) and any other relevant
documents filed with the SEC when they become available,
because they will contain important information about the parties
and the proposed transaction. The registration statement,
preliminary prospectus and other relevant documents that are filed
with the SEC, when available, can be obtained free of
charge from the SEC's web site at www.sec.gov.
These documents, when available, can also be obtained free of
charge from Henry Schein, Inc. upon written request
to Carolynne Borders at Henry Schein, Inc., 135
Duryea Road, Melville, NY 11747. This communication
shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The proposed
offering will be made only by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking Statements
In accordance with the "Safe Harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the parties provide the
following cautionary remarks regarding important factors that,
among others, could cause future results to differ materially from
the forward-looking statements, expectations and assumptions
expressed or implied herein. These statements are identified by the
use of such terms as "may," "could," "expect," "intend," "believe,"
"plan," "estimate," "forecast," "project," "anticipate" or other
comparable terms. Such forward-looking statements include,
but are not limited to, statements about the benefits of the
transaction, including future financial and operating results,
plans, objectives, expectations and intentions. All
statements that address operating performance, events or
developments that we expect or anticipate will occur in the future
— including statements relating to anticipated synergies and the
expected timetable for completing the proposed transaction — are
forward-looking statements.
All forward-looking statements made by us are subject to risks
and uncertainties and are not guarantees of future
performance. Therefore, you should not rely on any of these
forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance and achievements or
industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. For example, these
forward-looking statements could be affected by factors including,
without limitation, risks associated with the ability to consummate
the transaction and the timing of the closing of the transaction;
the ability to obtain requisite approvals; the ability to
successfully integrate operations and employees; the ability to
realize anticipated benefits and synergies of the transaction; the
potential impact of the announcement of the transaction or
consummation of the transaction on relationships, including with
employees, customers and competitors; the ability to retain key
personnel; the ability to achieve performance targets; changes in
financial markets, interest rates and foreign currency exchange
rates; and those additional risks and factors discussed in the
Registration Statement, including those discussed under the heading
"Risk Factors" in the Registration Statement. We undertake no
duty and have no obligation to update any forward-looking
statements contained herein.
About Henry Schein,
Inc.
Henry Schein, Inc.
(Nasdaq: HSIC) is a health solutions network powered by people and
technology. With more than 22,000 Team Schein Members serving more than 1 million
customers globally, Henry Schein is
the world's largest provider of Business, Clinical, Technology, and
Supply Chain solutions to enhance the efficiency of
office-based dental, animal
health, and medical practitioners.
Henry Schein also serves dental
laboratories, government and institutional health care
clinics, and other alternate care sites.
A Fortune 500® Company and a member of
the S&P 500® and the Nasdaq 100® indexes,
Henry Schein's network of trusted
advisors provides health care professionals with the valued
solutions they need to improve operational success and clinical
outcomes. Henry Schein offers
customers exclusive, innovative products and solutions, including
practice management software, e-commerce solutions, specialty and
surgical products, as well as a broad range of financial
services. Henry Schein operates through a centralized and
automated distribution network, with a selection of more than
120,000 branded products and Henry
Schein private-brand products in stock, as well as more than
180,000 additional products available as special-order items.
Headquartered in Melville, N.Y., Henry Schein has operations or affiliates in 34
countries. The company's sales reached a record $12.5
billion in 2017, and have grown at a compound annual rate of
approximately 15 percent since Henry
Schein became a public company in 1995. For more
information, visit Henry Schein
at www.henryschein.com, Facebook.com/HenrySchein,
and @HenrySchein on Twitter.
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SOURCE Henry Schein, Inc.