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

book value per basic share of our common stock was $9.12. The per share cash price of $8.50 payable in the offer therefore represents approximately a 6.8% discount to the book value per basic share of our common stock.  Due to the voluntary nature of the offer, where a tendering shareholder may consider the book value per share and other factors prior to participating, our board of directors did not consider the book value per share to be as relevant as the market price.  Our board of directors selected an offer price that it believed would be attractive to eligible unaffiliated stockholders relative to market price, especially in light of the potential limited liquidity of odd-lot stockholders and the transaction costs faced by them in the open market, and therefore motivating, recognizing that the volitional nature of the offer is intended to ensure fairness of any particular offering price to tendering stockholders with disparate personal and financial circumstances and strategies.  For those unaffiliated stockholders who do no elect to participate or are otherwise ineligible to participate, the board of directors considered that the differential between the offer price and book value indicated potential value creation.
  • Liquidation Value.  In determining the fairness of the offer to 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, our board of directors did not attempt to establish the liquidation value of the Company.  Our board of directors determined that such a valuation would not be material to its decision in light of the fact that the Company does not intend to liquidate, and the offer will not materially affect the Company's operations or business.
  • Going Concern.  Our board of directors did not assign a "going concern" value to the Company's common stock. A g
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  • SOURCE Heska Corporation
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