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Heska Corporation Announces Amendment To Its Odd-Lot Tender Offer
Date:9/14/2012

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:

  • The offer is voluntary.  Eligible stockholders, all of whom are unaffiliated with the Company, are not required to tender their shares.
  • The offer purchase price of $8.50 for each share of our common stock tendered pursuant to the offer represents a $0.47, or 5.8%, premium over the last share sales price of our common stock ($8.03) prior to the close of business on the August 21, 2012 record date.
  • Eligible stockholders who directly tender their shares to the Company will avoid brokerage commissions that would otherwise be incurred if the shares were sold in an open market transaction.
  • The offer provides eligible stockholders an opportunity to sell their odd-lot shares, whereas they may have difficulty selling their shares without broker commissions or at all in the open market on terms acceptable to them.

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:

  • The reduction in shares will increase the relative percentage ownership in the Company of those stockholders who remain after the offer.
  • The premium being paid is modest and believed to be at a price per share that is at an attractive level to the Company and an attractive use of available cash based on t
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