LOVELAND, Colo., Sept. 14, 2012 /PRNewswire/ -- Heska Corporation (NASDAQ: HSKA - News; "Heska" or the "Company"), a provider of advanced veterinary diagnostic and other specialty veterinary products, announced today that it has filed with the Securities and Exchange Commission ("SEC") an amendment to its offer to purchase and letter of transmittal. As described in its offer to purchase, the Company is offering $8.50 for each share of its common stock held by stockholders who owned, of record or beneficially, 99 or fewer shares as of the close of business on August 21, 2012, and who continue to hold such shares through the expiration of the offer.
Investors may obtain copies of the Company's Schedule TO filed August 27, 2012 and the amendment filed today from the SEC at no charge by visiting the SEC's website (www.sec.gov). Company stockholders with questions or requests for documents may also call the Company's information agent in this matter, Morrow & Co., LLC, at (800) 607-0088.
The following details the changes made to the offer to purchase. Except as otherwise noted below, no other changes have been made to the offer to purchase previously mailed to stockholders on August 27, 2012:
a) The first sentence of the third full bullet point on page 2 under the heading "Summary of Terms" is hereby amended to read as follows:
Our board of directors believes that the offer is fair to affiliated and unaffiliated stockholders of the Company, including those unaffiliated stockholders who are eligible to participate in the offer and those unaffiliated stockholders who are ineligible to participate in the offer.
b) The first paragraph under the heading "If I Am Not Eligible To Participate In The Offer, Why Have I Been Sent These Materials?" on page 3 has been amended to add the following sentence at the end of the paragraph:
The federal securities laws view the offer as a "going-private" transaction because the offer has a reasonable likelihood of allowing the Company to make the aforementioned voluntary termination and suspension.
c) The paragraph under the heading "Will The Company Remain A Public Company After The Completion Of The Offer?" on page 5 has been amended to add the following sentence at the end of the paragraph:
For further details, please see the third paragraph under "Effects of the Tender Offer Generally" on page 7 hereof.
d) The carry-over paragraph at the top of page 7 under the caption "Our Reasons for Pursuing the Odd-Lot Tender Offer Rather than Other Alternatives" is hereby amended to read as follows:
On August 20, 2012, our board of directors, including our non-employee directors, unanimously approved the odd-lot tender offer transaction, including the price to be paid per share of common stock tendered, which our board of directors unanimously determined was a fair price to our stockholders, including those unaffiliated stockholders who are eligible to participate in the offer and those who are ineligible to participate in the offer, and the August 21, 2012 record date for determining the stockholders eligible to participate in the offering.
e) The section captioned "Determination of Fairness of Offer by our Board of Directors" on pages 10 and 11 is hereby amended to read as follows:
For reasons discussed below, our board of directors believes that the offer is fair to affiliated and unaffiliated stockholders of the Company, including those unaffiliated stockholders who are eligible to participate in the offer and those unaffiliated stockholders who are ineligible to participate in the offer. This belief is based on our board of directors' knowledge of the Company's business as well as other factors. Specifically, our board of directors believes that the offer is fair to unaffiliated eligible stockholders for the following reasons:
These benefits, however, must be weighed against the fact that tendering stockholders will no longer benefit from any future earnings and growth in the Company or our common stock; conversely, they will no longer bear the risk of decreased equity value.
Our board of directors also believes that the offer is fair to stockholders, both unaffiliated and affiliated, who are not eligible to participate or who otherwise decide not to tender. This belief is based on our board of directors' following considerations:
In determining a fair and equitable price for the offer, our board of directors considered a number of factors, including current market prices, historical stock prices for the Company and trading volume activity. Additionally, in determining the $8.50 per share price to be paid for tendered shares in the offer, our board of directors considered the premium it represented over the current market price, the current book value per share of the Company's common stock, and the Company's financial performance to date, including primarily the resulting book value per share as of June 30, 2012. After careful consideration of these factors and the voluntary nature of the transaction, our board of directors concluded that $8.50 was a motivating price to stockholders for the tendered shares and, also, fair to stockholders, including those unaffiliated stockholders who are eligible to participate in the offer and those unaffiliated shareholders who are ineligible to participate in the offer, after taking into account the effects of the offer on the Company.
The above discussion is not intended to be exhaustive. It is merely intended to discuss some of the material factors upon which our board of directors based its determination that the offer is fair to all Company stockholders, including those unaffiliated stockholders who are eligible to participate in the offer and those unaffiliated stockholders who are ineligible to participate in the offer. In reaching the determination that the offer is fair to all these stockholders, our board of directors considered all factors as a whole. Individual directors may have given different weight to different factors. None of the factors that our board of directors considered, however, led our board of directors to believe that the offer is unfair to these stockholders.
The offer was approved unanimously by our board of directors, including all of the board of directors who are not Company employees, on August 20, 2012. Given the consensus of our board of directors that the offer is fair to unaffiliated stockholders who are eligible and not eligible to participate in the offer based on the factors discussed above, and because none of our directors are eligible to participate in the offer, our board of directors did not appoint a committee of disinterested directors or obtain an unaffiliated representative to negotiate the terms of the offer. Our board of directors also did not obtain an unaffiliated representative to prepare any report, opinion or appraisal relating to the consideration, or the fairness of the consideration, to be offered pursuant to the offer. Our board of directors determined that the engagement of an unaffiliated stockholder representative on behalf of unaffiliated stockholders was not necessary, practical or advisable and would constitute an unnecessary expense because of the relatively small size of the offer, the voluntary nature of the offer and the premium of the purchase price offered over the market price on the record date, which will be less costly to tendering record stockholders than ordinary open market sales because of the absence of brokerage commissions.
Our board of directors also believes that the offer is procedurally fair because it is voluntary for tendering stockholders. As a result, eligible stockholders are entitled to make individual decisions based on their personal financial situation, personal risk tolerance or personal view of the Company.
No other action of Company stockholders related to the offer is required under Delaware law and our board of directors did not deem it appropriate to subject individual common stockholders who may tender their shares in the offer to the approval of the common stockholders who may not; the voluntary and uncoercive nature of the transaction affords the participating stockholders ample protection. In effect, the odd-lot stockholders cast a vote against the tender offer by failing to tender his or her shares. Additionally, all Company stockholders, including those ineligible to participate in the offer, have been notified of the offer and the implications of the transaction on them by receipt of a copy of this offer to purchase dated August 27, 2012, and have the opportunity to sell their shares before or after completion of the offer.
Because the offer will not result in a material impact to book value or earnings per share, our board of directors did not appoint a representative for non-eligible Company stockholders. In addition, because the affiliated stockholders will generally be financially affected in an identical manner as the unaffiliated stockholders not participating in the offer, our board of directors determined that a representative for the unaffiliated stockholders was not warranted.
f) The second sentence of the first paragraph under the heading "Expiration and Extension of the Offer; Amendment" on page 13 has been amended to read as follows:
We may extend the offer at any time and may terminate the offer at any time, in our sole discretion, subject to applicable law, or if any condition identified under the caption "Terms of the Offer – Conditions to the Offer" is not met.
g) The third paragraph under the heading "Expiration and Extension of the Offer; Amendment" on page 13 has been deleted in its entirety.
h) The fourth paragraph under the heading "Expiration and Extension of the Offer; Amendment" on page 13 has been amended to read as follows:
In addition, subject to compliance with applicable law, we reserve the right to amend the offer in any respect in our sole discretion. Changes to the offer may be effected at any time and from time to time by public announcement. If the change is material, including waiver of a material condition, we will extend the offer to ensure that at least five business days remain prior to expiration of the offer and stockholders that have tendered their shares pursuant to the offer prior to the change shall have an opportunity to withdraw their shares. In the case of an extension, we intend to make such an announcement no later than 9:00 a.m. Eastern time on the next business day after the last previously scheduled or announced expiration date. Business day means any day other than a Saturday, Sunday or United States federal holiday. Any period measured in business days includes the first day of such period.
i) The third sentence on page 21 under the heading "Where You Can Find Additional Information" has been amended and replaced by the following sentence:
To the extent the Company determines that it must incorporate by reference any documents filed in the future, it will amend this offer to purchase.
The following details the change made to the letter of transmittal. Except as otherwise noted below, no other changes have been made to the letter of transmittal previously mailed to stockholders on August 27, 2012:
a) Instruction No. 2 for the Letter of Transmittal (Delivery of Letter of Transmittal and Shares) is hereby amended to replace the date "September 24, 2012" with the date "October 2, 2012."
This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any shares of the Company's common stock. The offer is being made solely pursuant to the offer to purchase and the accompanying documents, including the letter of transmittal, each dated August 27, 2012, and as amended on September 14, 2012. The offer will expire at 5:00 p.m. Eastern time on October 2, 2012, unless otherwise extended or earlier terminated. Eligible stockholders who would like to accept the offer must tender all shares that they own. Partial tenders will not be accepted.
Statements made in this news release that are not historical facts may be forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Important factors that could cause actual results to differ materially from those anticipated by any forward-looking information include, but are not limited to, future economic conditions, competitive services and pricing, new competitor entry, financing, the delivery of services under existing contracts and other factors. For a more detailed description of the factors that could cause such a difference, please see the section entitled "Risk Factors" in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, as well as the Company's other filings with the Securities and Exchange Commission. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Heska Corporation (NASDAQ: HSKA) sells advanced veterinary diagnostic and other specialty veterinary products. Heska's state-of-the-art offerings to its customers include diagnostic instruments and supplies as well as single use, point-of-care tests, vaccines and pharmaceuticals. The company's core focus is on the canine and feline markets where it strives to provide high value products and unparalleled customer support to veterinarians. For further information on Heska and its products, visit the company's website at www.heska.com.
|SOURCE Heska Corporation|
Copyright©2012 PR Newswire.
All rights reserved