The combination of highly complementary
businesses and teams will broaden access to diagnostics and
technology, accelerate R&D and innovation, and better serve
more veterinary professionals and pets.
MCLEAN, Va. and LOVELAND, Colo., April
3, 2023 /PRNewswire/ -- Mars, Incorporated ("Mars"), and
Heska Corporation (NASDAQ: HSKA) ("Heska") today announced that
they have entered into 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 stock price as of March 31,
2023. The agreement has been unanimously approved by the
boards of directors of both companies. Upon transaction close,
Heska will join Mars Petcare, a purpose-driven global business
serving pets and pet owners through products and services within
veterinary health and diagnostics, nutrition, innovation, and
technology. This acquisition will enable the Science &
Diagnostics division of Mars Petcare to expand its diagnostic
offerings and broadly promote point-of-care veterinary diagnostics
to the global pet healthcare community.
Nefertiti Greene, President,
Mars Petcare, Science & Diagnostics, said: "We look forward
to welcoming Heska to Science & Diagnostics as we share the
belief that diagnostic innovation is a critical enabler to
providing transformative veterinary care." Greene added: "This transaction will bring
together highly complementary businesses with a strong strategic
and cultural fit that furthers our purpose to create A BETTER WORLD
FOR PETS™. This comprehensive diagnostic offering will mean broader
coverage across diagnostic products, services, and technology, and
will accelerate R&D for novel solutions."
Kevin Wilson, Chief Executive
Officer & President, 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, expertise, and value-creation have made us exceptional.
We are thrilled to join Mars Petcare on its quest to build A BETTER
WORLD FOR PETS™. Working together, Heska's innovations will more
quickly reach more veterinarians to help more pet families live
better, healthier, longer lives. That's been our mission for over a
decade and today is an incredible milestone towards realizing
it."
Science & Diagnostics includes Antech Diagnostics
("Antech"), a global veterinary diagnostics business. Antech has
brought innovative technologies and solutions backed by scientific
rigor and data-driven insights to veterinary professionals for more
than 35 years. Antech's range of businesses includes reference
laboratories, veterinary imaging and education and telemedicine
with board-certified specialist support services through Antech
Imaging Services (AIS).
Founded in 1988, Heska sells, manufactures, markets, and
supports diagnostic and specialty solutions for veterinary
practitioners. Since its inception, Heska has been committed to
bettering the lives of its veterinarian customers, their pet
patients, and pet owners around the world through its point-of-care
diagnostics and informatics platform. With a focus on investing in
technology, research and development, and strategic partnerships
with world-class leaders in diagnostics and treatments, Heska seeks
to provide the benefits of breakthrough innovations to pet
healthcare providers across North
America and internationally, including Germany, Italy, Spain,
France, Switzerland, Australia, and Malaysia.
The transaction includes customary closing conditions, including
Heska shareholders' and regulatory approvals, and is anticipated to
close in the second half of 2023.
Advisors
Lazard served as the financial advisor for Mars, and Skadden,
Arps, Slate, Meagher & Flom LLP acted as Mars' legal
advisor.
BofA Securities, Inc. and Piper
Sandler & Co. served as Heska's financial advisors, and
Gibson, Dunn & Crutcher LLP acted as Heska's legal advisor.
About Mars, Incorporated
Mars, Incorporated is driven by the belief that the world we
want tomorrow starts with how we do business today. As a global,
family-owned business, Mars is transforming, innovating, and
evolving to make a positive impact on the world.
Across our diverse and expanding portfolio of quality
confectionery, food, and pet care products and services, we employ
140,000+ dedicated Associates. With almost $45 billion in annual sales, we produce some of
the world's best-loved brands including Ben's Original™, CESAR®,
Cocoavia®, DOVE®, EXTRA®, KIND®, M&M's®, SNICKERS®, PEDIGREE®,
ROYAL CANIN®, and WHISKAS®. We are creating a better world for pets
through our global network of pet hospitals and diagnostic services
– including AniCura, Antech, BANFIELD™, BLUEPEARL™, Linnaeus, and
VCA™ – using cutting edge technology to develop breakthrough
programs in genetic health screening and DNA testing.
For more information about Mars, please 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 making diverse products and
offering services for people and the pets we love. Our 100,000
Associates across 130 countries are dedicated to one purpose: A
BETTER WORLD FOR PETSTM. With 85 years of experience,
our portfolio of almost 50 brands serves the health and nutrition
needs of the world's pets – including brands
PEDIGREE®, WHISKAS®, ROYALCANIN®, SHEBA®, CESAR®, GREENIES™, IAMS™
and EUKANUBA™ as well as the WALTHAM Petcare Science
Institute which has advanced research in the nutrition and
health of pets for 60 years. Mars Petcare is also a leading
veterinary health and diagnostics provider through an international
network of more than 2,500 pet hospitals and diagnostic services
including AniCura, Antech,
BANFIELD, BLUEPEARL, Linnaeus, Mount
Pleasant, VCA, VES, and VSH. We're also active in
innovation and technology for pets, with WISDOM PANEL™ genetic
health screening and DNA testing for dogs, the WHISTLE™ GPS
dog tracker, and LEAP VENTURE STUDIO accelerator
and COMPANION FUND™ programs that drive 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 reflective of 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
veterinary practitioners. Heska's portfolio includes point-of-care
diagnostic laboratory instruments and consumables including rapid
assay diagnostic products and digital cytology services; local and
cloud-based data services; practice information management software
("PIMS") and related software and support; reference laboratory
testing; allergy testing and immunotherapy; heartworm preventive
products; and vaccines. Heska's primary focus is supporting
companion animal veterinarians in providing care to their patients.
Heska's business is composed of two operating and reportable
segments: North America and
International. North America
consists of the United States,
Canada and Mexico. International consists of geographies
outside of North America,
primarily in 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 America
segment also includes the contract manufacturing of vaccines and
pharmaceutical products and a small veterinary laboratory, and the
international segment includes PIMS business and veterinary
laboratories. For more information, please visit www.heska.com.
Forward-Looking Statements
This communication includes statements that are forward-looking
statements made pursuant to the safe harbor provisions of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, including
statements regarding the proposed acquisition of Heska Corporation
(the "Company"), stockholder and regulatory approvals, the expected
timetable 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 such forward-looking
statements. These risks and uncertainties include, but are not
limited to: failure to obtain the required vote of the Company's
stockholders in connection with the proposed transaction;
the timing to consummate the proposed transaction and the risk that
the proposed transaction may not be completed at all or the
occurrence of any event, change, or other circumstances that could
give rise to the termination of the merger agreement; the risk that
the conditions to closing of the proposed transaction may not be
satisfied or waived; the risk that a governmental or regulatory
approval that may be required for the proposed transaction is not
obtained or is obtained subject to conditions that are not
anticipated; potential litigation relating to, or other unexpected
costs resulting from, the proposed transaction; legislative,
regulatory, and economic developments; and the diversion of
management's time on transaction-related issues. 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.
All statements, other than statements of historical fact, should
be considered forward-looking statements made in good faith by the
Company, as applicable, and are intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. When used in this communication, or
any other documents, words such as "anticipate," "believe,"
"estimate," "expect," "forecast," "goal," "intend," "objective,"
"plan," "project," "seek," "strategy," "target," "will" and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are based on the beliefs and
assumptions of management at the time that these statements were
prepared and are inherently uncertain. Such 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 in 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 under the heading "Item 1A. Risk Factors" in 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 in
any other SEC filings made by the Company. The Company cautions
that these risks and factors are not exclusive. Management cautions
against putting undue reliance on forward-looking statements or
projecting any future results based on such statements or present
or prior 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 statements to reflect
actual results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of
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 expects to file a proxy
statement, as well as other relevant materials, with the SEC.
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. This communication is
not intended to be, and is not, a substitute for the proxy
statement or any other document that the Company expects to file
with the SEC in connection with the Merger. THE COMPANY URGES
INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS
FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY
AND THE MERGER. Investors will be able to obtain free copies of the
proxy statement (when available) and other documents that will be
filed by the Company with the SEC at http://www.sec.gov, the SEC's
website, or from the Company's 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 from the
Company free of charge by directing a request to Investor Relations
at https://ir.heska.com.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy,
an offer to purchase or a solicitation of an offer to sell any
securities. The Company, its directors and certain of its officers
and employees, may be deemed to be participants in the solicitation
of proxies from Company stockholders in connection with the Merger.
Information about the Company's directors and executive officers is
set forth in its definitive proxy statement for its 2023 annual
meeting of stockholders filed with the SEC on March 21, 2023. To the extent the holdings of
Company securities by Company directors and executive officers have
changed since the amounts set forth in the proxy statement for its
2023 annual meeting of stockholders, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. These documents may be obtained free of charge at the
SEC's web site at www.sec.gov and on the Investor Relations page of
the Company's website located at https://ir.heska.com. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Merger will be
included in the proxy statement that the Company expects to file in
connection with the Merger and other relevant materials the Company
may file with the SEC.
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