Transaction Is Expected to Close in April
2025
Patterson Companies, Inc. (Nasdaq: PDCO), a leading dental and
animal health distributor, today announced the expiration of the
40-day “go-shop” period under the terms of the previously announced
definitive merger agreement, pursuant to which Patient Square
Capital, L.P. (“Patient Square”), a dedicated health care
investment firm, will acquire Patterson for $31.35 per share, in an
all-cash transaction valued at approximately $4.1 billion,
including the refinancing of Patterson’s receivables facilities.
The “go-shop” period expired at 11:59 p.m. (Central Time) on
January 19, 2025.
Pursuant to the merger agreement, Patterson and its
representatives had the right to actively solicit and consider
alternative acquisition proposals from third parties during the
“go-shop” period. Patterson did not receive any alternative
acquisition proposals from any third party during the “go-shop”
period.
The transaction is expected to close in April 2025, subject to
the satisfaction of customary closing conditions, including
approval by Patterson’s shareholders and U.S. antitrust clearance.
Upon completion of the transaction, Patterson will become a
privately held company, and its common stock will no longer be
traded on the NASDAQ Global Select Market (Nasdaq).
About Patterson Companies Inc.
Patterson Companies Inc. (Nasdaq: PDCO) connects dental and
animal health customers in North America and the U.K. to the latest
products, technologies, services and innovative business solutions
that enable operational and professional success. Our comprehensive
portfolio, distribution network and supply chain is equaled only by
our dedicated, knowledgeable people who deliver unrivalled
expertise and unmatched customer service and support.
About Patient Square Capital
Patient Square Capital is a dedicated health care investment
firm with approximately $11 billion in assets under management as
of September 30, 2024. The firm aims to achieve strong investment
returns by partnering with growth-oriented companies and top-tier
management teams whose products, services, and technologies improve
health. Patient Square utilizes deep industry expertise, a broad
network of relationships, and a partnership approach to make
investments in companies that will grow and thrive. Patient Square
invests in businesses that strive to improve patient lives,
strengthen communities, and create a healthier world. For more
information, visit www.patientsquarecapital.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains statements that are forward-looking
statements within the meaning of the federal securities laws.
Forward-looking statements include information concerning the
proposed merger (“Merger”) with Paradigm Parent, LLC, a Delaware
limited liability company (“Parent”), and Paradigm Merger Sub,
Inc., a Minnesota corporation and a wholly owned subsidiary of
Parent (“Merger Sub”) and the ability to consummate the proposed
Merger, our liquidity and our possible or assumed future results of
operations, including descriptions of our business strategies.
These statements often include words such as “believe,” “expect,”
“project,” “potential,” “anticipate,” “intend,” “plan,” “estimate,”
“seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or
similar words. These statements are based on certain assumptions
that we have made in light of our experience in the industry as
well as our perceptions of historical trends, current conditions,
expected future developments and other factors we believe are
appropriate in these circumstances. We believe these assumptions
are reasonable, but you should understand that these statements are
not guarantees of performance or results, and our actual results
could differ materially from those expressed in the forward-looking
statements due to a variety of important factors, both positive and
negative, that may be revised or supplemented in subsequent
releases or reports. These statements involve risks, estimates,
assumptions, and uncertainties that could cause actual results to
differ materially from those expressed in these statements and
elsewhere in this press release. These uncertainties include, but
are not limited to, the inability to consummate the Merger within
the anticipated time period, or at all, due to any reason,
including the failure to obtain required regulatory approvals,
satisfy the other conditions to the consummation of the Merger or
complete necessary financing arrangements; the risk that the Merger
disrupts our current plans and operations or diverts management’s
attention from its ongoing business; the effects of the Merger on
our business, operating results, and ability to retain and hire key
personnel and maintain relationships with customers, suppliers and
others with whom we do business; the risk that our stock price may
decline significantly if the Merger is not consummated; the nature,
cost and outcome of any legal proceedings related to the Merger;
our dependence on suppliers to manufacture and supply substantially
all of the products we sell; potential disruption of distribution
capabilities, including service issues with third-party shippers;
our dependence on relationships with sales representatives and
service technicians to retain customers and develop business; risks
of selling private label products, including the risk of adversely
affecting our relationships with suppliers; adverse changes in
supplier rebates or other purchasing incentives; the risk of
technological and market obsolescence for the products we sell; the
risk of failing to innovate and develop new and enhanced software
and e-services products; our dependence on positive perceptions of
Patterson’s reputation; risks associated with illicit human use of
pharmaceutical products we distribute; risks inherent in acquiring
and disposing of assets or other businesses and risks inherent in
integrating acquired businesses; turnover or loss of key personnel
or highly skilled employees; risks associated with information
systems, software products and cyber-security attacks; risks
inherent in our growing use of artificial intelligence systems to
automate processes and analyze data; adverse impacts of wide-spread
public health concerns as we experienced with the COVID-19 pandemic
and may experience in the future; risks related to climate change;
our ability to comply with restrictive covenants and other limits
in our credit agreement; the risk that our governing documents and
Minnesota law may discourage takeovers and business combinations;
the effects of the highly competitive dental and animal health
supply markets in which we compete; the effects of consolidation
within the dental and animal health supply markets; risks from the
formation or expansion of GPOs, provider networks and buying groups
that may place us at a competitive disadvantage; exposure to the
risks of the animal production business, including changing
consumer demand, the cyclical livestock market, weather conditions,
the availability of natural resources and other factors outside our
control, and the risks of the companion animal business, including
the possibility of disease adversely affecting the pet population;
exposure to the risks of the health care industry, including
changes in demand due to political, economic and regulatory
influences and other factors outside our control; increases in
over-the-counter sales and e-commerce options; risks of litigation
and government inquiries and investigations, including the
diversion of management’s attention, the cost of defending against
such actions, the possibility of damage awards or settlements,
fines or penalties, or equitable remedies (including but not
limited to the revocation of or non-renewal of licenses) and
inherent uncertainty; failure to comply with health care fraud or
other laws and regulations; change and uncertainty in the health
care industry; failure to comply with existing or future U.S. or
foreign laws and regulations including those governing the
distribution of pharmaceuticals and controlled substances; failure
to comply with evolving data privacy laws and regulations; tax
legislation; risks inherent in international operations, including
currency fluctuations; and uncertain macroeconomic conditions,
including inflationary pressures. The foregoing review of important
factors that could cause actual results to differ from expectations
should not be construed as exhaustive and should be read in
conjunction with the information contained or incorporated by
reference herein, including, but not limited to, our Annual Report
on Form 10-K for the year ended April 27, 2024 filed with the SEC
on June 18, 2024 and our definitive proxy statement for our 2024
annual meeting of shareholders filed with the SEC on August 2, 2024
and our recent Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. The information contained in this press release is
made only as of the date hereof, even if subsequently made
available on our website or otherwise.
Additional Information and Where to Find It
This press release relates to the proposed Merger. Parent and
Merger Sub are indirect subsidiaries of funds managed and advised
by Patient Square Capital. A special meeting of the shareholders of
Patterson will be announced as promptly as practicable to seek
shareholder approval in connection with the proposed Merger. We
expect to file with the SEC a proxy statement and other relevant
documents in connection with the proposed Merger. Shareholders of
Patterson are urged to read the definitive proxy statement and
other relevant materials filed with the SEC when they become
available because they will contain important information about
Patterson, Parent, Merger Sub and the Merger. Shareholders may
obtain a free copy of these materials (when they are available) and
other documents we file with the SEC at the SEC’s website at
www.sec.gov, at our website at www.pattersoncompanies.com or by
sending a written request to our Corporate Secretary at our
principal executive offices at 1031 Mendota Heights Road, St. Paul,
Minnesota 55120.
Participants in the Solicitation
Patterson, its directors and certain of its executive officers
and employees may be deemed to be participants in soliciting
proxies from its shareholders in connection with the Merger.
Information regarding the Company’s directors and executive
officers is contained in (i) the “Directors, Executive Officers and
Corporate Governance,” “Executive Compensation” and “Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters” sections of the Annual Report on Form 10-K for
the year ended April 27, 2024 filed with the SEC on June 18, 2024
(https://www.sec.gov/ix?doc=/Archives/edgar/data/891024/000089102424000008/pdco-20240427.htm)
and (ii) the “Item No. 1 – Election of Directors,” “Compensation
Discussion and Analysis,” and “Security Ownership of Certain
Beneficial Owners” section of Patterson’s definitive proxy
statement for its 2024 Annual Meeting of Shareholders (the “Annual
Meeting Proxy Statement”) filed with the SEC on August 2, 2024
(https://www.sec.gov/ix?doc=/Archives/edgar/data/891024/000114036124035443/pdco-20240916.htm).
To the extent that holdings of Patterson’s securities have changed
since the amounts set forth in the Annual Meeting Proxy Statement,
such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. More detailed
information regarding the identity of potential participants in the
solicitation of Patterson’s shareholders in connection with the
Merger, and their direct or indirect interests, by securities,
holdings or otherwise, will be set forth in the proxy statement and
other materials relating to the Merger when they are filed with the
SEC. You may obtain free copies of these documents using the
sources indicated above in Additional Information and Where to Find
It.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250121665229/en/
Patterson Investor Contact:
John M. Wright, Investor Relations 651.686.1364
investor.relations@pattersoncompanies.com
Patterson Media Contact:
Patterson Corporate Communications 651.905.3349
corporate.communications@pattersoncompanies.com
Patient Square Capital Contact:
Prosek Partners pro-PatientSquareCapital@prosek.com
Patterson Companies (NASDAQ:PDCO)
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