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

t 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 amend
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SOURCE Heska Corporation
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