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

oing concern valuation is an attempt to value a company as an operating business.  It is often expressed as the present value of future earnings of a company in the context of the returns an investor could expect to receive on the investment over a future period.  Our board of directors determined that the cost of such a valuation far outweighed any benefit and that the valuation would not be material to its discussion concerning whether the offer was fair 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, because the Company itself was not for sale, and only a small percentage of the Company's stock may be repurchased in the offer.
  • Other Considerations.  In addition to the foregoing factors, our board of directors considered the Company's financial performance to date generally, including primarily the Company's resulting book value per share as of June 30, 2012, with a view principally of ensuring that the Company's current cash on hand generated from its financial performance would be expected to be sufficient to pay for all validly tendered shares in the offer as well as to fund any anticipated working capital needs and without the need for amending the current terms of the Credit Agreement.
  • 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 wei
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