Covetrus Shareholders to Receive $21.00 per
Share in Cash
Represents a 39% premium to Covetrus’
unaffected 30-day VWAP as of May 13, 2022
Covetrus® (NASDAQ: CVET) (“Covetrus” or the “Company”), a global
leader in animal-health technology and services, today announced
that it has entered into a definitive agreement pursuant to which
funds affiliated with Clayton, Dubilier & Rice (“CD&R”), a
global private investment firm, and TPG Capital, the private equity
platform of global alternative asset management firm TPG (“TPG”),
will acquire all outstanding shares of Covetrus common stock not
already owned by affiliates of CD&R for $21.00 per share in
cash, representing an enterprise value of approximately $4
billion.
CD&R and its affiliates currently beneficially own
approximately 24% of the Company’s outstanding shares of common
stock. The transaction delivers significant value to Covetrus’
shareholders and represents a 39% premium to Covetrus’ 30-day
volume weighted average price per share as of the unaffected stock
price as of May 13, 2022.
The proposed transaction has been unanimously approved by a
transaction committee of independent directors of the Board of
Directors of Covetrus (the “Transaction Committee”). The Board of
Directors of Covetrus has unanimously approved the proposed
transaction on the recommendation of the Transaction Committee.
“This transaction is an important milestone for our company,
shareholders, employees, customers and partners,” said Benjamin
Wolin, Covetrus’ President and Chief Executive Officer and a member
of its Board of Directors. “Not only does this deal provide
compelling value for our existing shareholders, it allows Covetrus
to continue its mission to drive positive outcomes – both business
and healthcare – for veterinarians across the globe. We appreciate
CD&R’s support and their continued commitment to our company
and the global veterinary community.”
“Covetrus has undergone a true transformation since our initial
2015 investment in its predecessor Vets First Choice, growing from
$55 million in revenue focused primarily on online pharmacy in the
US to a leading global provider of animal health services with more
than $4.6 billion in revenue,” said Sarah Kim, Partner at CD&R.
“We are excited to have this opportunity to grow our investment in
Covetrus and to do so in partnership with TPG and management,”
added Ravi Sachdev, Partner at CD&R.
“Covetrus offers a dynamic portfolio of leading distribution and
technology solutions to veterinarians across the globe,” said Jeff
Rhodes, Co-Managing Partner at TPG Capital. “The company is at an
important stage in its ongoing evolution, and we look forward to
partnering with management and CD&R to further its leadership
in the growing animal health space,” continued Kendall Garrison,
Partner at TPG Capital.
The transaction is expected to close in the second half of 2022.
Completion of the transaction is subject to certain regulatory
approvals and the satisfaction of other customary closing
conditions, including the approval of Covetrus’ shareholders. The
transaction will be financed through a combination of cash funded
by investment funds affiliated with CD&R and TPG Capital, as
well as committed debt financing.
Upon completion of the transaction, Covetrus will become a
private company and will no longer be publicly listed or traded on
NASDAQ. Covetrus’ management team, including Benjamin Wolin,
President and Chief Executive Officer, is expected to continue to
lead the Company. Covetrus plans to maintain its headquarters in
Portland, Maine, and will continue to operate under its current
brands.
Advisors
Goldman Sachs & Co. LLC is serving as lead financial advisor
to Covetrus. Lincoln International LLC is also serving as financial
advisor to Covetrus. Weil, Gotshal & Manges LLP is serving as
legal counsel.
Deutsche Bank Securities Inc., UBS Investment Bank, BMO Capital
Markets and Mizuho Securities USA LLC have provided committed debt
financing for the transaction and are serving as financial advisors
to CD&R and TPG Capital. Debevoise & Plimpton and Ropes
& Gray are acting as legal counsel for CD&R and TPG
Capital.
About Covetrus
Covetrus is a global animal-health technology and services
company dedicated to empowering veterinary practice partners to
drive improved health and financial outcomes. We are bringing
together products, services, and technology into a single platform
that connects our customers to the solutions and insights they need
to work best. Our passion for the well-being of animals and those
who care for them drives us to advance the world of veterinary
medicine. Covetrus is headquartered in Portland, Maine with more
than 5,700 employees serving over 100,000 customers around the
globe. For more information about Covetrus, please visit
https://covetrus.com/.
About Clayton, Dubilier & Rice
Clayton, Dubilier & Rice is a private investment firm with a
strategy predicated on building stronger, more profitable
businesses primarily in five industry sectors, including
Industrials, Healthcare, Consumer, Technology and Financial
Services. Since inception, CD&R has managed the investment of
more than $40 billion in over 100 companies with an aggregate
transaction value of more than $175 billion. For more information,
please visit www.cdr-inc.com.
About TPG
TPG is a leading global alternative asset management firm
founded in San Francisco in 1992 with $120 billion of assets under
management and investment and operational teams in 12 offices
globally. TPG invests across five multi-product platforms: Capital,
Growth, Impact, Real Estate, and Market Solutions and our unique
strategy is driven by collaboration, innovation, and inclusion. Our
teams combine deep product and sector experience with broad
capabilities and expertise to develop differentiated insights and
add value for our fund investors, portfolio companies, management
teams, and communities. For more information, visit www.tpg.com or
@TPG on Twitter.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements,
including statement regarding the effects of the proposed
acquisition of Covetrus by funds affiliated with CD&R and TPG
Capital. We may, in some cases use terms such as "predicts,"
"believes," "potential," "continue," "anticipates," "estimates,"
"expects," "plans," "intends," "may," "could," "might," "likely,"
"will," "should," or other words that convey uncertainty of the
future events or outcomes to identify these forward-looking
statements. Such statements are based on a number of assumptions
about future events and are subject to numerous risks and
uncertainties, and actual results could differ materially from
those anticipated due to a number of factors including, but not
limited to, the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the inability to complete the proposed merger due to the
failure to obtain shareholder approval for the proposed merger or
the failure to satisfy other conditions to completion of the
proposed merger; risks related to disruption of management’s
attention from our ongoing business operations due to the proposed
merger; the effect of the announcement of the proposed merger on
our relationships with our customers, operating results and
business generally; the risk that the proposed merger will not be
consummated in a timely manner; the potential for political,
social, or economic unrest, terrorism, hostilities or war,
including war between Russia and Ukraine and the potential impact
of financial and economic sanctions on the regional and global
economy; the impact of inflationary effects on the company, the
effect of health epidemics, including the COVID-19 pandemic, on our
business and the success of any measures we have taken or may take
in the future in response thereto, including compliance with
prolonged measures to contain the spread of COVID-19 which may
impact our ability to continue operations at our distribution
centers and pharmacies; the ability to achieve performance targets,
including managing our growth effectively; the ability to launch
new products; the ability to successfully integrate acquisitions,
operations and employees; the ability to continue to execute on our
strategic plan; the ability to attract and retain key personnel;
the ability to manage relationships with our supplier and
distributor network, including negotiating acceptable pricing and
other terms with these partners; the ability to attract and retain
customers in a price sensitive environment; the ability to maintain
quality standards in our technology product offerings as well as
associated customer service interactions to minimize loss of
existing customers and attract new customers; access to financial
markets along with changes in interest rates and foreign currency
exchange rates; changes in the legislative landscape in which we
operate, including potential corporate tax reform, and our ability
to adapt to those changes as well as adaptation by the
third-parties we are dependent upon for supply and distribution;
the impact of litigation; the impact of accounting pronouncements,
seasonality of our business, leases, expenses, interest expense,
and debt; sufficiency of cash and access to liquidity;
cybersecurity risks, including risk associated with our dependence
on third party service providers as a large portion of our
workforce is working from home; and those additional risks
discussed under the heading "Risk Factors" in our Annual Report on
Form 10-K filed on February 28, 2022. Our forward-looking
statements are based on current beliefs and expectations of our
management team and, except as required by law, we undertake no
obligations to make any revisions to the forward-looking statements
contained in this release or to update them to reflect events or
circumstances occurring after the date of this release, whether as
a result of new information, future developments or otherwise.
Investors are cautioned not to place undue reliance on these
forward-looking statements.
Additional Information and Where to Find It
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In connection with
the proposed merger, the Company intends to file relevant materials
with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A
(the “Proxy Statement”), and the Company and affiliates of CD&R
intend to jointly file a transaction statement on Schedule 13e-3
(the “Schedule 13e-3”). This communication is not a substitute for
the Proxy Statement or any other document that the Company may file
with the SEC or send to its shareholders in connection with the
proposed merger. SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ
THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER DOCUMENTS
FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE BUSINESS TO BE CONDUCTED AT THE SPECIAL MEETING.
All such documents, when filed, may be obtained free of charge at
the SEC’s website (http://www.sec.gov). These documents, once
available, and the Company’s other filings with the SEC also will
be available free of charge on the Company’s website at
https://ir.covetrus.com/investors/sec-filings.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company’s shareholders with respect to the proposed merger.
Information about the Company’s directors and executive officers
and their ownership of the Company’s common stock is set forth in
the proxy statement on Schedule 14A filed with the SEC on April 1,
2022 and the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2021 filed with the SEC on February 28,
2022. To the extent that such individual’s holdings of the
Company’s common stock have changed since the amounts printed in
the Company’s proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Other information regarding the identity of the potential
participants, and their direct or indirect interests in the
proposed merger, by security holdings or otherwise, will be set
forth in the Proxy Statement and other materials to be filed with
SEC in connection with the proposed merger. Free copies of these
materials may be obtained as described in the preceding
paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20220525005393/en/
Covetrus
Investor Contact Nicholas Jansen
nicholas.jansen@covetrus.com (207) 550-8106
Media Contact Mona Downey mona.downey@covetrus.com
Clayton, Dubilier & Rice
Lisa Pham and Deirdre Walsh Abernathy MacGregor ltp@abmac.com /
dlw@abmac.com 713.816.1186 / 646.965.3079
TPG
Leslie Shribman and Courtney Power media@tpg.com
415-743-1550
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