David E. Shaw to serve as Chairman of the
Board; Philip Laskawy to serve as Lead Independent Director
Henry Schein, Inc. (Nasdaq: HSIC) and Vets First Choice today
announced their designees who will comprise the 11-member board of
directors for Covetrus, the new standalone public company that will
result from the planned spin-off of the Henry Schein Animal Health
business and the subsequent merger with Vets First Choice. The
merger is expected to be consummated on or about February 4,
2019.
As previously announced, David E. Shaw, Co-Founder and Chairman
of Vets First Choice, will become the Chairman of the Board of
Covetrus. Mr. Shaw has helped build a number of successful
science-based companies including Ikaria and IDEXX where he was
founding chair and CEO. Philip A. Laskawy, a former partner,
Chairman and Chief Executive Officer of the accounting firm EY LLP,
and currently the Lead Independent Director on Henry Schein’s board
of directors, will serve as Lead Independent Director of Covetrus.
The following individuals are also expected to be appointed to the
other Covetrus board of directors:
- Benjamin Shaw, President, Chief
Executive Officer of Covetrus and Co-Founder and Chief Executive
Officer of Vets First Choice
- Betsy Atkins, Chief Executive Officer
of venture capital firm Baja LLC
- Deborah G. Ellinger, Senior Advisor for
The Boston Consulting Group and former CEO and/or President of four
private-equity backed firms, including Ideal Image
- Sandra L. Helton, former EVP and Chief
Financial Officer of Telephone and Data Systems, Inc.
- Mark J. Manoff, former partner and
Americas Vice Chair of EY
- Edward M. McNamara, President and
co-founder of venture-building company TeamLaunch, LLC
- Steven Paladino, EVP, Chief Financial
Officer and Board Member of Henry Schein
- Ravi Sachdev, Partner at Clayton
Dubilier & Rice
- Benjamin Wolin, former Chief Executive
Officer and Co-Founder of Everyday Health and advisor for 3L
Capital LLC
“Our intention has been to create a board that reflects the
expansive and transformative nature of the Covetrus opportunity,
and we believe that this slate of nominees achieves that in terms
of caliber, diversity, independence and other qualities,” said
David Shaw. “This group has a strong mix of relevant experience,
global domain knowledge and extensive capabilities across key board
functions that will help Covetrus scale its technology-enabled
services platform across the globe and deliver upon its mission of
advancing the world of veterinary medicine.”
“It is an honor to be entrusted with the role of Lead
Independent Director and to join a team of such high-quality
directors,” said Philip Laskawy. “At Covetrus, we will have a firm
commitment to strong corporate governance as we focus on instilling
a framework of accountability that drives long-term value
creation."
Additional Information and Where to Find It
A registration statement on Form S-1/S-4 relating to this
transaction has been filed with the SEC, but has not yet
become effective. Investors and security holders are urged to
carefully read the registration statement and preliminary
prospectus (including any amendments or supplements thereto and any
documents incorporated by reference therein) and any other relevant
documents filed with the SEC when they become available,
because they will contain important information about the parties
and the proposed transaction. The registration statement,
preliminary prospectus and other relevant documents that are filed
with the SEC, when available, can be obtained free of
charge from the SEC's web site at www.sec.gov. These
documents, when available, can also be obtained free of charge
from Henry Schein, Inc. upon written request
to Carolynne Borders at Henry Schein,
Inc., 135 Duryea Road, Melville, NY 11747. This
communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The proposed offering
will be made only by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
In accordance with the "Safe Harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the parties provide the
following cautionary remarks regarding important factors that,
among others, could cause future results to differ materially from
the forward-looking statements, expectations and assumptions
expressed or implied herein. These statements are identified by the
use of such terms as "may," "could," "expect," "intend," "believe,"
"plan," "estimate," "forecast," "project," "anticipate" or other
comparable terms. Such forward-looking statements include, but are
not limited to, statements about the benefits of the transaction,
including future financial and operating results, plans,
objectives, expectations and intentions. All statements that
address operating performance, events or developments that we
expect or anticipate will occur in the future — including
statements relating to anticipated synergies and the expected
timetable for completing the proposed transaction — are
forward-looking statements.
All forward-looking statements made by us are subject to risks
and uncertainties and are not guarantees of future performance.
Therefore, you should not rely on any of these forward-looking
statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our
actual results, performance and achievements or industry results to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. For example, these forward-looking statements could be
affected by factors including, without limitation, risks associated
with the ability to consummate the transaction and the timing of
the closing of the transaction; the ability to obtain requisite
approvals; the ability to successfully integrate operations and
employees; the ability to realize anticipated benefits and
synergies of the transaction; the potential impact of the
announcement of the transaction or consummation of the transaction
on relationships, including with employees, customers and
competitors; the ability to retain key personnel; the ability to
achieve performance targets; changes in financial markets, interest
rates and foreign currency exchange rates; and those additional
risks and factors discussed in the Registration Statement,
including those discussed under the heading "Risk Factors" in the
Registration Statement. We undertake no duty and have no obligation
to update any forward-looking statements contained herein.
About Henry Schein
Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company
for health care professionals powered by a network of people and
technology. With more than 22,000 Team Schein
Members serving more than 1 million customers globally, the
Company is the world's largest provider of Business, Clinical,
Technology, and Supply Chain solutions to enhance the efficiency of
office-based dental, animal health,
and medical practitioners. The Company also
serves dental laboratories, government and institutional
health care clinics, and other alternate care sites.
A Fortune 500® Company and a member of
the S&P 500® and the Nasdaq 100® indexes, Henry
Schein's network of trusted advisors provides health care
professionals with the valued solutions they need to improve
operational success and clinical outcomes. The Company offers
customers exclusive, innovative products and solutions, including
practice management software, e-commerce solutions, specialty and
surgical products, as well as a broad range of financial
services. Henry Schein operates through a centralized and automated
distribution network, with a selection of more than 120,000 branded
products and Henry Schein private-brand products in stock, as well
as more than 180,000 additional products available as special-order
items.
Headquartered in Melville, N.Y., Henry Schein has
operations or affiliates in 34 countries. The Company's sales
reached a record $12.5 billion in 2017, and have grown at
a compound annual rate of approximately 15% since Henry Schein
became a public company in 1995. For more information, visit Henry
Schein
at www.henryschein.com, Facebook.com/HenrySchein and @HenrySchein
on Twitter.
About Vets First Choice
Vets First Choice is an innovator in technology-enabled services
that empower veterinarians with insights that are designed to
increase customer engagement and veterinary practice health. Vets
First Choice’s platform, which is integrated with veterinary
practice management software workflow, leverages insight and
analytics, client engagement services and pharmacy services,
delivering improved medical compliance via proactive prescription
management. By working directly with veterinary practices to manage
gaps in care, Vets First Choice seeks to enable its veterinarian
customers to create new revenue opportunities, adapt to changing
pet owner purchasing behaviors, enhance their client relationships
and improve quality of care and health outcomes. For more
information, please visit www.vetsfirstchoice.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20190114005412/en/
William DurlingVice President of Corporate
Communicationswdurling@vetsfirstchoice.com603-769-7471
Nicholas JansenVice President of Investor
Relationsnicholas.jansen@vetsfirstchoice.com407-761-8172
Ann Marie GothardVice President, Corporate Media
Relationsannmarie.gothard@henryschein.com631-390-8169
Carolynne BordersVice President, Investor
Relationscarolynne.borders@henryschein.com631-390-8105
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